EXECUTION ORIGINAL


                                   THREE-YEAR
                           REVOLVING CREDIT AGREEMENT

                           Dated as of August 5, 2004,

                                      among

                         SOUTH JERSEY INDUSTRIES, INC.,
                                   as Borrower

                                       and

                            THE SEVERAL LENDERS FROM
                            TIME TO TIME PARTY HERETO

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as Administrative Agent

                                       and

                         CITIZENS BANK OF PENNSYLVANIA,
                            JPMORGAN CHASE BANK, and
                         PNC BANK, NATIONAL ASSOCIATION,
                            Each as Syndication Agent

                                  Arranged by:

                         WACHOVIA CAPITAL MARKETS, LLC,
                    Sole Lead Arranger and Sole Book Manager


                                   Cover Page



                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I DEFINITIONS.........................................................1
     SECTION 1.01      Certain Defined Terms..................................1
     SECTION 1.02      Computation of Time Periods...........................16
     SECTION 1.03      Accounting Terms......................................16
     SECTION 1.04      Internal References...................................16

ARTICLE II LOANS.............................................................17
     SECTION 2.01      Revolving Loans.......................................17
     SECTION 2.02      Swingline Loans.......................................17
     SECTION 2.03      Procedure for Advances of Loans.......................19
     SECTION 2.04      Competitive Bid Loans.................................21
     SECTION 2.05      Fees..................................................23
     SECTION 2.06      Reduction of Commitments..............................24
     SECTION 2.07      Prepayment of Loans...................................24
     SECTION 2.08      Increase in Commitment................................25
     SECTION 2.09      Evidence of Debt; Notes...............................27
     SECTION 2.10      Interest Rates........................................27
     SECTION 2.11      Additional Interest on LIBOR Rate Loans...............29
     SECTION 2.12      Interest Rate Determination...........................29
     SECTION 2.13      Voluntary Conversion of Loans.........................30
     SECTION 2.14      Increased Costs.......................................30
     SECTION 2.15      Illegality............................................31
     SECTION 2.16      Nature of Obligations of Lenders Regarding Extensions of
        Credit; Assumption by the Administrative Agent...................... 31
     SECTION 2.17      Net of Taxes, Etc.....................................32

ARTICLE III LETTER OF CREDIT FACILITY........................................34
     SECTION 3.01      L/C Commitment........................................34
     SECTION 3.02      Procedure for Issuance of Letters of Credit...........34
     SECTION 3.03      Commissions and Other Charges.........................35
     SECTION 3.04      L/C Participations....................................35
     SECTION 3.05      Reimbursement Obligation of the Borrower..............36
     SECTION 3.06      Obligations Absolute..................................37

ARTICLE IV CONDITIONS PRECEDENT..............................................38
     SECTION 4.01      Conditions Precedent to the Execution and Delivery of
        this Agreement.......................................................38
     SECTION 4.02      Additional Conditions Precedent.......................40
     SECTION 4.03      Reliance on Certificates..............................40

ARTICLE V REPRESENTATIONS AND WARRANTIES.....................................42
     SECTION 5.01      Representations and Warranties of the Borrower........42

                                       i

ARTICLE VI COVENANTS OF THE COMPANY..........................................46
     SECTION 6.01      Affirmative Covenants.................................46
     SECTION 6.02      Negative Covenants....................................48
     SECTION 6.03      Reporting Requirements................................49
     SECTION 6.04      Financial Covenants...................................51

ARTICLE VII EVENTS OF DEFAULT................................................52
     SECTION 7.01      Events of Default.....................................52
     SECTION 7.02      Upon an Event of Default..............................54
     SECTION 7.03      Rights and Remedies Cumulative; Non-Waiver; Etc.......54

ARTICLE VIII THE ADMINISTRATIVE AGENT........................................56
     SECTION 8.01      Appointment...........................................56
     SECTION 8.02      Delegation of Duties..................................56
     SECTION 8.03      Exculpatory Provisions................................56
     SECTION 8.04      Reliance by Administrative Agent......................56
     SECTION 8.05      Notice of Default.....................................57
     SECTION 8.06      Non-Reliance on Administrative Agent and Other
        Lenders..............................................................57
     SECTION 8.07      Indemnification.......................................58
     SECTION 8.08      Administrative Agent in Its Individual Capacity.......58
     SECTION 8.09      Successor Administrative Agent........................58
     SECTION 8.10      Issuing Lender........................................59
     SECTION 8.11      Notices; Actions Under Loan Documents.................59

ARTICLE IX MISCELLANEOUS.....................................................60
     SECTION 9.01      Amendments, Etc.......................................60
     SECTION 9.02      Notices, Etc..........................................60
     SECTION 9.03      No Waiver; Remedies...................................61
     SECTION 9.04      Set-off...............................................61
     SECTION 9.05      Indemnification.......................................62
     SECTION 9.06      Liability of the Lenders..............................63
     SECTION 9.07      Costs, Expenses and Taxes.............................63
     SECTION 9.08      Binding Effect........................................64
     SECTION 9.09      Assignments and Participation.........................64
     SECTION 9.10      Severability..........................................68
     SECTION 9.11      Governing Law.........................................68
     SECTION 9.12      Headings..............................................68
     SECTION 9.13      Submission To Jurisdiction; Waivers...................68
     SECTION 9.14      Acknowledgments.......................................68
     SECTION 9.15      Waivers of Jury Trial.................................69
     SECTION 9.16      Confidentiality.......................................69
     SECTION 9.17      Execution in Counterparts.............................70

                                       ii

                                    EXHIBITS

         Exhibit A-1              Form of Revolving Loan Note
         Exhibit A-2              Form of Swingline Note
         Exhibit A-3              Form of Competitive Bid Note
         Exhibit B-1              Form of Competitive Bid Request
         Exhibit B-2              Form of Competitive Bid
         Exhibit C                Form of Notice of Borrowing
         Exhibit D                Form of Notice of Swingline Borrowing
         Exhibit E                Form of Notice of Account Designation
         Exhibit F                Form of Notice of Conversion
         Exhibit G                Form of Opinion of Counsel to the Borrower
         Exhibit H                Form of Assignment and Acceptance
         Exhibit I                Form of Compliance Certificate

                                    SCHEDULES

         Schedule I               Lenders, Applicable Lending Offices,
                                  Commitments and Initial Commitment Percentages
         Schedule II              Ownership
         Schedule III             Existing Letters of Credit

                                      iii

                                   THREE-YEAR
                           REVOLVING CREDIT AGREEMENT

         This THREE-YEAR REVOLVING CREDIT AGREEMENT (as it may be amended,
supplemented or otherwise modified in accordance with the terms hereof at any
time and from time to time, this "Agreement") dated as of August 5, 2004, among
SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (the "Borrower"), the
several banks and other financial institutions from time to time parties to this
Agreement (each a "Lender" and collectively, the "Lenders"), WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association organized and existing
under the laws of the United States of America ("Wachovia"), as administrative
agent for the Lenders hereunder (in such capacity, together with its successors
and permitted assigns in such capacity, the "Administrative Agent").

                             PRELIMINARY STATEMENTS

         WHEREAS, the Borrower has requested that the Lenders make revolving
credit loans to the Borrower and issue or participate in letters of credit for
the account of the Borrower, for the repayment of existing Indebtedness and for
working capital and general corporate purposes of the Borrower and its
Subsidiaries, in an aggregate principal amount of up to $60,000,000 at any one
time outstanding; and

         WHEREAS, the Lenders are willing, on the terms and subject to the
conditions set forth in this Agreement, to extend credit under this Agreement as
more particularly hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties agree as follows:


                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.01     Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

         "Administrative Agent" has the meaning assigned to that term in the
preamble hereto.

         "AML and Anti-Terrorist Acts" has the meaning assigned to that term in
Section 6.01(k).

         "Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with such Person. A Person shall be deemed to control another entity if
such Person possesses, directly or indirectly, the power to direct or cause the

                                      -1-

direction of the management and policies of such entity, whether through the
ownership of voting securities, by contract, or otherwise.

         "Agreement" means this Three Year Revolving Credit Agreement, as it may
be amended, supplemented or otherwise modified in accordance with the terms
hereof at any time and from time to time.

         "Applicable Law" means all applicable laws, statutes, treaties, rules,
codes, ordinances, regulations, permits, certificates, orders, interpretations,
licenses, and permits of any Governmental Authority and judgments, decrees,
injunctions, writs, orders or like action of any court, arbitrator or other
judicial or quasi-judicial tribunal (including, without limitation, those
pertaining to health, safety, the environment or otherwise).

         "Applicable Lending Office" means, with respect to any Lender, the
office of such Lender specified as such opposite its name on Schedule I hereto
or in the Assignment and Acceptance pursuant to which it became a Lender, or
such other office of such Lender as such Lender may from time to time specify to
the Borrower and the Administrative Agent.

         "Applicable Margin" means, for Loans made to, and Utilization Fees and
Letter of Credit Commissions payable by, the Borrower on any date, the rate per
annum as set forth below, determined by reference to the Senior Debt Ratings:

<TABLE>
<CAPTION>

                                                              Applicable                      Utilization
                                                 Facility      Base Rate      Applicable          Fee
        Level          Senior Debt Ratings          Fee          Margin      LIBOR Margin
     ------------ ------------------------------ ----------- --------------- --------------- ---------------
<S>      <C>        <C>                            <C>           <C>             <C>             <C>
          I         Greater than or equal to       0.100%        0.00%           0.425%          0.125%
                              A-/A3
     ------------ ------------------------------ ----------- --------------- --------------- ---------------
         II                 BBB+/Baa1              0.125%        0.00%           0.500%          0.125%

     ------------ ------------------------------ ----------- --------------- --------------- ---------------
         III                BBB/Baa2               0.150%        0.00%           0.725%          0.125%

     ------------ ------------------------------ ----------- --------------- --------------- ---------------
         IV                 BBB-/Baa3              0.175%        0.00%           0.950%          0.125%

     ------------ ------------------------------ ----------- --------------- --------------- ---------------
          V            Less than BBB-/Baa3         0.200%        0.00%           1.050%          0.250%
                          or no rating
     ------------ ------------------------------ ----------- --------------- --------------- ---------------
</TABLE>


         Any change in the Applicable Margin will be effective as of the date on
which S&P or Moody's, as the case may be, announces the applicable change in the
Senior Debt Ratings. The Borrower shall notify the Administrative Agent in
writing promptly after becoming aware of any change in the Senior Debt Ratings.

         For purposes of the foregoing, (i) if the Senior Debt Ratings
established or deemed to have been established by Moody's and S&P shall fall
within different "Levels" and the ratings differential is one level, the higher
rating will apply; (ii) if the Senior Debt Ratings established or deemed to have
been established by Moody's and S&P shall fall within different "Levels" and the
ratings differential is two levels or more, the level one above the lowest of
the two ratings will apply; and (iii) if the rating system of Moody's or S&P

                                      -2-

shall change, or if Moody's or S&P shall cease to be in the business of rating
corporate debt obligations, the Borrower, the Administrative Agent and the
Lenders shall negotiate in good faith to amend this definition to reflect such
changed rating system or the unavailability of ratings from Moody's or S&P, and,
pending the effectiveness of any such amendment, the Senior Debt Ratings shall
be determined by reference to the Senior Debt Ratings most recently in effect
prior to such change or cessation.

         "Applicable Rate" means:

         (a) in the case of each Base Rate Loan, a rate per annum equal at all
times to the sum of the Base Rate plus the Applicable Base Rate Margin in effect
from time to time;

         (b) in the case of each LIBOR Rate Loan comprising part of the same
Loan, a rate per annum during each Interest Period equal at all times to the sum
of the LIBOR Rate for such Interest Period plus the Applicable LIBOR Margin in
effect from time to time during such Interest Period;

         (c) in the case of each Swingline Loan, a rate per annum equal at all
times to the sum of the Base Rate plus the Applicable Base Rate Margin in effect
from time to time; and

         (d) in the case of each Competitive Bid Loan, a rate per annum as
determined in accordance with Section 2.04.

         "Application" means an application, in the form specified by the
Issuing Lender from time to time, requesting the Issuing Lender to issue a
Letter of Credit.

         "Assignment and Acceptance" means an Assignment and Acceptance executed
in accordance with Section 9.09 in the form attached hereto as Exhibit H.

         "Bankruptcy Code" means Title 11 of the United States Code, as now
constituted or hereafter amended.

         "Base Rate" means, for any period, a fluctuating interest rate per
annum as shall be in effect from time to time, which rate per annum shall at all
times be equal to the higher of (i) the rate of interest announced publicly by
Administrative Agent in Charlotte, North Carolina, from time to time, as
Administrative Agent's Prime Rate; and (ii) 1/2 of one percent per annum above
the Federal Funds Rate in effect from time to time.

         "Base Rate Loan" has the meaning assigned to that term in Section
2.10(a) and shall include Revolving Loans bearing interest at the Base Rate.

         "Benefited Lender" has the meaning assigned to that term in Section
9.04(b).

         "Borrower" has the meaning assigned to that term in the preamble
hereto.

         "Business Day" means a day of the year on which (i) banks are not
required or authorized to close in Charlotte, North Carolina, (ii) the New York
Stock Exchange is not closed, and (iii) with respect to any borrowing, payment

                                      -3-

or rate selection of a LIBOR Rate Loan, banks are not required or authorized to
close in Charlotte, North Carolina and on which dealings in Dollars are carried
out in the London interbank market.

         "Capital Lease" means any lease which is required to be capitalized on
a balance sheet of the lessee in accordance with GAAP, consistently applied.

         "Capital Stock" means, with respect to any Person, any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any preferred interest, any limited or general partnership interest
and any limited liability company membership interest.

         "Change in Control" means the occurrence of either of the following:
(i) any entity, person (within the meaning of Section 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) which theretofore
was beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of less
than 20% of the Borrower's then outstanding common stock either (x) acquires
shares of common stock of the Borrower in a transaction or series of
transactions that results in such entity, person or group directly or indirectly
owning beneficially 20% or more of the outstanding common stock of the Borrower,
or (y) acquires, by proxy or otherwise, the right to vote for the election of
directors, for any merger, combination or consolidation of the Borrower or any
of its direct or indirect Subsidiaries, or, for any other matter or question,
more than 20% of the then outstanding voting securities of the Borrower; or (ii)
20% or more of the directors of the board of directors of the Borrower fail to
consist of Continuing Directors.

         "Closing Date" means August 5, 2004.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated and rulings issued thereunder.

         "Commitment" means (i) with respect to the Lenders, the aggregate
amount of the Commitments of the Lenders as set forth on Schedule I, and (ii)
with respect to a Lender, the amount of the Commitment of such Lender as set
forth on Schedule I, as such amounts may be otherwise reduced in accordance with
Section 2.06 or increased pursuant to Section 2.08 or otherwise modified in
accordance with Section 9.09. "Commitments" means the total of the Lenders'
Commitments.

         "Commitment Percentage" means for each Lender, a fraction (expressed as
a decimal) the numerator of which is the Commitment of such Lender at such time
and the denominator of which are the Commitments of all of the Lenders at such
time. The initial Commitment Percentage of each Lender is set out on Schedule I.

         "Competitive Bid" means an offer by a Lender to make a Competitive Bid
Loan to the Borrower pursuant to the terms of Section 2.04 hereof.

                                      -4-

         "Competitive Bid Loan" means a loan made by a Lender to the Borrower in
its discretion pursuant to the provisions of Section 2.04 hereof.

         "Competitive Bid Loan Notes" means the promissory notes of the Borrower
in favor of each Lender evidencing the Competitive Bid Loans made to the
Borrower and substantially in the form of Exhibit A-3, as such promissory notes
may be amended, modified, supplemented or replaced from time to time.

         "Competitive Bid Rate" means, as to any Competitive Bid made by a
Lender to the Borrower in accordance with the provisions of Section 2.04 hereof,
the rate of interest offered by the Lender making the Competitive Bid.

         "Competitive Bid Request" means a request by the Borrower for
Competitive Bids in the form of Exhibit B-1.

         "Competitive Bid Request Fee" means $3,500 for each Competitive Bid
Request made by the Borrower, payable to the Administrative Agent for its
account.

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit I.

         "Consolidated" means, when used with reference to any accounting term,
the amount described by such accounting term, determined on a consolidated basis
in accordance with GAAP, after elimination of intercompany items.

         "Consolidated EBIT" means, with respect to the Borrower and its
Consolidated Subsidiaries, for any period, an amount equal to: (i) Consolidated
Net Income for such period, plus (ii) amounts deducted in the computation
thereof for (a) Consolidated Interest Expense and (b) federal, state and local
income taxes.

         "Consolidated Interest Expense" means, with respect to the Borrower and
its Consolidated Subsidiaries, for any period, an amount equal to (i) all
interest in respect of Indebtedness accrued during such period (whether or not
actually paid during such period), plus (ii) the net amount payable (or minus
the net amount receivable) under any Hedging Obligation with respect to such
Indebtedness accrued during such period (whether or not actually paid or
received during such period).

         "Consolidated Net Income" means the net income of the Borrower and its
Consolidated Subsidiaries, as determined on a consolidated basis in accordance
with GAAP and as adjusted to exclude (i) net after-tax extraordinary or
non-recurring gains or losses (whether cash or non-cash gains or losses), (ii)
net after-tax gains or losses attributable to any sale of capital assets, (iii)
the net income of any Consolidated Subsidiary to the extent that dividends or
distributions of such net income are not at the date of determination permitted
by the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or other regulation and (iv) the cumulative effect of any
changes in GAAP.

         "Consolidated Total Capitalization" means the sum of (i) Indebtedness
of the Borrower and its Consolidated Subsidiaries, plus (ii) the sum of the

                                      -5-

Capital Stock (excluding treasury stock and capital stock subscribed for and
unissued) and surplus (including earned surplus, capital surplus, translation
adjustment and the balance of the current profit and loss account not
transferred to surplus) accounts of the Borrower and its Consolidated
Subsidiaries appearing on a consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries, in each case prepared as of the date of determination
in accordance with GAAP consistent with those applied in the preparation of the
financial statements referred to in Section 4.01(f), after eliminating all
intercompany transactions and all amounts properly attributable to minority
interests, if any, in the stock and surplus of Subsidiaries.

         "Continuing Director" means, with respect to any Person as of any date
of determination, any member of the board of directors of such Person who (a)
was a member of such board of directors on the Closing Date, or (b) was
nominated for election or elected to such board of directors with the approval
of a majority of the Continuing Directors who were members of such board at the
time of such nomination or election.

         "Convert", "Conversion" and "Converted" each refers to a conversion of
a Loan of one Type into a Loan of another Type pursuant to Section 2.13 or the
selection of a new, or the renewal of the same, Interest Period for a LIBOR Rate
Loan pursuant to Section 2.13.

         "Default" means any event or condition that would constitute an Event
of Default but for the requirement that notice be given or time elapse or both.

         "Default Rate" means a per annum rate equal to 2% greater than the Base
Rate.

         "Disclosure Documents" means the Borrower's Annual Report on Form 10-K
for the year ended December 31, 2003, its Quarterly Report on Form 10-Q for the
quarters ended March 31, 2004 and June 30, 2004, and any Current Report on Form
8-K delivered to the Lenders at least three (3) Business Days prior to the date
of this Agreement.

         "Dollar" or "$" means dollars in lawful currency of the United States
of America.

         "Eligible Assignee" means, with respect to any assignment of the
rights, interest and obligations of a Lender hereunder, a Person that is at the
time of such assignment (a) a commercial bank organized or licensed under the
laws of the United States or any state thereof, having combined capital and
surplus in excess of $500,000,000, (b) a commercial bank organized under the
laws of any other country that is a member of the Organization of Economic
Cooperation and Development, or a political subdivision of any such country,
having combined capital and surplus in excess of $500,000,000, (c) a finance
company, insurance company or other financial institution which in the ordinary
course of business extends credit of the type extended hereunder and that has
total assets in excess of $1,000,000,000, (d) a Lender hereunder (whether as an
original party to this Agreement or as the assignee of another Lender), (e) an
Affiliate or Subsidiary of a Lender (whether as an original party to this
Agreement or as the assignee of another Lender) hereunder that does not
otherwise qualify as an Eligible Assignee provided such Lender continues to be
obligated under this Agreement, (f) the successor (whether by transfer of
assets, merger or otherwise) to all or substantially all of the commercial
lending business of the assigning Lender, or (g) any other Person that has been

                                      -6-

approved in writing as an Eligible Assignee by the Administrative Agent and, if
no Default or Event of Default exists and is continuing, by the Borrower.

         "Environmental Laws" means any federal, state or local laws, ordinances
or codes, rules, orders, or regulations relating to pollution or protection of
the environment, including, without limitation, laws relating to hazardous
substances, laws relating to reclamation of land and waterways and laws relating
to emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or wastes
into the environment (including, without limitation, ambient air, surface water,
ground water, land surface or subsurface strata) or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollution, contaminants, chemicals, or industrial,
toxic or hazardous substances or wastes.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

         "ERISA Affiliate" means any Person which for purposes of Title IV of
ERISA is a member of the Borrower's controlled group, or under common control
with the Borrower, within the meaning of Section 414 of the Code, and the
regulations promulgated and rulings issued thereunder.

         "ERISA Event" means (i) the occurrence of a reportable event, within
the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with
respect thereto has been waived by the PBGC; (ii) the provision by the
administrator of any Plan of a notice of intent to terminate such Plan, pursuant
to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan
amendment referred to in Section 404l(e) of ERISA); (iii) the cessation of
operations at a facility in the circumstances described in Section 4062(e) of
ERISA; (iv) the withdrawal by the Borrower or an ERISA Affiliate from a
Multiemployer Plan during a plan year for which it was a "substantial employer"
as defined in Section 4001(a)(2) of ERISA; (v) the failure by the Borrower or
any ERISA Affiliate to make a payment to a Plan required under Section 302 of
ERISA, which results in a lien pursuant to Section 302(f) of ERISA; (vi) the
adoption of an amendment to a Plan requiring the provision of security to such
Plan, pursuant to Section 307 of ERISA; or (vii) the institution by the PBGC of
proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or the
occurrence of any event or condition which might reasonably constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, a Plan by the PBGC.

         "Eurocurrency Liabilities" has the meaning specified in Regulation D of
the Board of Governors of the Federal Reserve System, as in effect from time to
time.

         "Event of Default" has the meaning assigned to that term in Section
7.01.

         "Existing Letters of Credit" shall mean those letters of credit issued
by the Issuing Lender under the Existing Wachovia Credit Facility, which shall
remain in existence and be deemed to have been issued under this Agreement
pursuant to the terms of Section 3.01(a), as described on Schedule III attached
hereto.

                                      -7-

         "Existing Wachovia Credit Facility" means that certain 364-Day
Revolving Credit Agreement dated as of August 21, 2003, among the Borrower,
Wachovia, as administrative agent, and certain lenders party thereto, evidencing
a revolving credit facility in an aggregate principal amount of $40,000,000.

         "Extensions of Credit" means, as to any Lender at any time, an amount
equal to the sum of (a) such Lender's Commitment Percentage multiplied by the
aggregate principal amount of all Revolving Loans then outstanding, (b) such
Lender's Commitment Percentage multiplied by the aggregate principal amount of
all Competitive Bid Loans then outstanding, (c) such Lender's Commitment
Percentage multiplied by the L/C Obligations then outstanding, and (d) such
Lender's Commitment Percentage multiplied by the aggregate principal amount of
all Swingline Loans then outstanding.

         "Facility Fee" has the meaning assigned to that term in Section
2.05(a).

         "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Lender of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

          "Fronting Fee" has the meaning assigned to that term in Section
3.03(b).

         "GAAP" means generally accepted accounting principles, as recognized by
the American Institute of Certified Public Accountants and the Financial
Accounting Standards Board, consistently applied and maintained on a consistent
basis for the Borrower and its Consolidated Subsidiaries throughout the period
indicated and consistent with the prior financial practice of the Borrower and
its Consolidated Subsidiaries.

         "Governmental Action" means all authorizations, consents, approvals,
waivers, exceptions, variances, orders, licenses, exemptions, publications,
filings, notices to and declarations of or with any Governmental Authority,
other than routine reporting requirements the failure to comply with which will
not affect the validity or enforceability of this Agreement or any other Loan
Document or have a material adverse effect on the transactions contemplated by
this Agreement or any other Loan Document.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Hazardous Materials" means any petrochemical or petroleum products,
any flammable materials, explosives, radioactive materials, hazardous materials,
hazardous wastes, hazardous or toxic substances, or related or similar
materials, asbestos or any material containing asbestos, or any other substance
or material as so defined and regulated by any Federal, state or local

                                      -8-

environmental law, ordinance, rule, or regulation including, without limitation,
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.), and the
Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, et
seq.), and the regulations adopted and publications promulgated pursuant
thereto.

         "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under any interest rate or currency swap agreement,
interest rate or currency future agreement, interest rate collar agreement, swap
agreement (as defined in 11 U.S.C. ss. 101), interest rate or currency hedge
agreement, and any put, call or other agreement or arrangement designed to
protect such Person against fluctuations in interest rates or currency exchange
rates.

         "Indebtedness" means, for any Person, all obligations of such Person
which in accordance with GAAP should be classified on a balance sheet of such
Person as liabilities of such Person, and in any event shall include, without
duplication, all (i) indebtedness for borrowed money, (ii) obligations evidenced
by bonds, debentures, notes or other similar instruments, (iii) obligations to
pay the deferred purchase price of property or services, (iv) obligations as
lessee under leases which shall have been or should be, in accordance with GAAP,
recorded as capital leases, (v) obligations as lessee under operating leases
which have been recorded as off-balance sheet liabilities, (vi) obligations
under Hedging Obligations, (vii) reimbursement obligations (contingent or
otherwise) in respect of outstanding letters of credit, (viii) indebtedness of
the type referred to in clauses (i) through (vi) above secured by (or for which
the holder of such indebtedness has an existing right, contingent or otherwise,
to be secured by) any lien or encumbrance on, or security interest in, property
(including, without limitation, accounts and contract rights) owned by such
Person, even though such Person has not assumed or become liable for the payment
of such indebtedness, and (ix) obligations under direct or indirect guaranties
in respect of, and obligations (contingent or otherwise) to purchase or
otherwise acquire, or otherwise to assure a creditor against loss in respect of,
indebtedness or obligations of others of the kinds referred to in clauses (i)
through (vii) above. Notwithstanding anything to the contrary set forth above,
Capital Stock, including Capital Stock having a preferred interest, shall not
constitute Indebtedness for purposes of this Agreement.

         "Information" has the meaning assigned to that term in Section 9.16(b).

         "Interest Period" has the meaning assigned to that term in Section
2.10(b).

         "ISP 98" means the International Standby Practices (1998 Revision,
effective January 1, 1999), International Chamber of Commerce Publication No.
590.

         "Issuing Lender" means Wachovia, in its capacity as issuer of any
Letter of Credit, or any successor thereto.

         "L/C Commitment" means Twenty Million and No/100 Dollars ($20,000,000).

         "L/C Facility" means the letter of credit facility established pursuant
to Article III.

                                      -9-

         "L/C Obligations" means at any time, an amount equal to the sum of (a)
the aggregate undrawn and unexpired amount of the then outstanding Letters of
Credit and (b) the aggregate amount of drawings under Letters of Credit which
have not then been reimbursed pursuant to Section 3.05.

         "L/C Participants" means the collective reference to all the Lenders
other than the Issuing Lender.

         "Lenders" has the meaning assigned to that term in the preamble hereto,
and, in each case, includes their respective successors and permitted assigns,
and, with respect to Swingline Loans, the Swingline Lender.

         "Letters of Credit" has the meaning assigned to that term in Section
3.01(a).

         "LIBOR Lending Office" means, with respect to any Lender, the office of
such Lender specified as such opposite its name on Schedule I hereto or in the
Assignment and Acceptance pursuant to which it became a Lender (or, if no such
office is specified, its Applicable Lending Office), or such other office of
such Lender as such Lender may from time to time specify to the Borrower and the
Administrative Agent.

         "LIBOR Rate" means with respect to each day during each Interest Period
pertaining to a LIBOR Rate Loan or Competitive Bid Loan, the rate (rounded
upwards, if necessary, to the next higher 1/100th of 1%) appearing on Page 3750
of the Dow Jones Markets Service (or on any successor or substitute page of such
Service, or any successor to or substitute for such Service, providing rate
quotations comparable to those currently provided on such page of such Service,
as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to Dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for Dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the "LIBOR Rate"
with respect to such LIBOR Rate Loan or Competitive Bid Loan for such Interest
Period shall be the rate per annum equal to the rate at which the principal
London office of the Administrative Agent offers to place Dollar deposits at or
about 11:00 a.m., London time, two Business Days prior to the beginning of such
Interest Period with first-class banks in the London interbank market for
delivery on the first day of such Interest Period for the number of days
comprised therein and in an amount comparable to the amount of its LIBOR Rate
Loan or Competitive Bid Loan to be outstanding during such Interest Period.

         "LIBOR Rate Loan" has the meaning assigned to that term in Section
2.10(a) and shall include Revolving Loans that bears interest at the LIBOR Rate.

         "LIBOR Rate Reserve Percentage" of any Lender for each Interest Period
for each LIBOR Rate Loan and Competitive Bid Loan means the reserve percentage
contemplated in Section 2.11 applicable to such Lender during such Interest
Period (or if more than one such percentage shall be so applicable, the daily
average of such percentages for those days in such Interest Period during which

                                      -10-

any such percentage shall be so applicable) under Regulation D or other
regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or other
marginal reserve requirement) then applicable to such Lender with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities having
a term equal to such Interest Period.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, a Person or any of its Subsidiaries shall be
deemed to own, subject to a Lien, any asset that it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
asset.

         "Loan Documents" means this Agreement, the Notes and any other document
evidencing, relating to or securing any Extension of Credit, and any other
document or instrument delivered from time to time in connection with this
Agreement, the Notes or the Extensions of Credit, as such documents and
instruments may be amended or supplemented from time to time.

         "Loans" means the loans made by the Lenders pursuant to this Agreement
including Swingline Loans, Revolving Loans and Competitive Bid Loans.

         "Material Adverse Change" means (a) a materially adverse change in the
business, assets, liabilities (actual or contingent), operations, condition
(financial or otherwise) or prospects of (i) the Borrower or (ii) the Borrower
and its Subsidiaries, taken as a whole, (b) any material impairment of the
ability of the Borrower to perform any of its Obligations under this Agreement
or any other Loan Document or (c) any material impairment of the rights of, or
benefits available to, the Administrative Agent, the Issuing Lender, the
Swingline Lender or the Lenders under this Agreement or any other Loan Document.

         "Maturity Date" means August 5, 2007.

         "Moody's" means Moody's Investors Service, Inc., or any successor
thereto.

         "Multiemployer Plan" means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, which is subject to Title IV of ERISA and to which the
Borrower or any ERISA Affiliate is making or accruing an obligation to make
contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions, such plan being maintained pursuant
to one or more collective bargaining agreements.

         "Multiple Employer Plan" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA and which
(i) is maintained for employees of the Borrower or an ERISA Affiliate and at
least one Person other than the Borrower and its ERISA Affiliates or (ii) was so
maintained and in respect of which the Borrower or an ERISA Affiliate could have
liability under Section 4064 or 4069 of ERISA in the event such plan has been or
were to be terminated.

                                      -11-

         "Note" means the collective reference to the Revolving Loan Notes, the
Swingline Note and the Competitive Bid Loan Notes.

         "Notice of Borrowing" has the meaning assigned to that term in
Section 2.03(a)(i)(A)

         "Notice of Conversion" has the meaning assigned to that term in Section
2.13.

          "Notice of Swingline Borrowing" has the meaning assigned to that term
in Section 2.03(a)(ii).

          "Obligations" means, in each case, whether now in existence or
hereafter arising: (a) the principal of and interest on (including interest
accruing after the filing of any bankruptcy or similar petition) the Loans, (b)
the L/C Obligations, (c) all payment and other obligations owing by the Borrower
to any Lender or the Administrative Agent under any other agreement to which a
Lender is a party (or any Affiliate of a Lender) which is related to and
permitted under this Agreement or any of the other Loan Documents, and (d) all
other fees and commissions (including attorney's fees), charges, indebtedness,
loans, liabilities, financial accommodations, obligations, covenants and duties
owing by the Borrower to the Lenders, the Issuing Lender, or the Administrative
Agent, in each case under or in respect of this Agreement, any Note, any Letter
of Credit or any of the other Loan Documents of every kind, nature and
description, direct or indirect, absolute or contingent, due or to become due,
contractual or tortious, liquidated or unliquidated, and whether or not
evidenced by any note, and whether or not for the payment of money under or in
respect of this Agreement, any Note, any Letter of Credit or any of the other
Loan Documents.

         "OFAC" has the meaning assigned to that term in Section 6.01(k).

         "Participant" has the meaning assigned to that term in Section 9.09(e).

         "PBGC" means the Pension Benefit Guaranty Corporation or any successor
thereto.

         "Permitted Indebtedness" means any of the following:

                  (1) Indebtedness under this Agreement;

                  (2) Indebtedness of the Borrower (other than the type
         described in clause (3) below) in an aggregate principal amount not to
         exceed $150,000,000 (inclusive of the type described in clause (1)
         above) at any time outstanding; and

                  (3) Indebtedness of the Borrower under Hedging Obligations
         covering a notional amount not to exceed the face amount of outstanding
         Indebtedness.

         "Permitted Investments" means (1) noncallable, direct general
obligations of, or obligations the payment of the principal of and interest on
which are unconditionally guaranteed by, the United States of America; (2)
bonds, participation certificates or other obligations of Federal National
Mortgage Association, Government National Mortgage Association and Federal Home
Loan Mortgage Corporation; (3) certificates of deposit, bankers' acceptances or

                                      -12-

other obligations issued by commercial banks which are fully insured by the
Federal Deposit Insurance Corporation or certificates of deposit, bankers'
acceptances or other deposit obligations issued by commercial banks whose
unsecured obligations are rated in one of the two highest rating categories by
Moody's or Standard S&P;  (4) obligations issued or guaranteed by a state or
political subdivision of a state rated in one of the two highest rating
categories by Moody's or S&P; or (5) any other investments permitted under
this Agreement and which the Administrative Agent has approved in writing.

         "Permitted Liens" means, with respect to any Person, any of the
following:

                  (1) Liens for taxes, assessments or governmental charges not
         delinquent or being contested in good faith and by appropriate
         proceedings and for which adequate reserves in accordance with GAAP are
         maintained on such Person's books;

                  (2) Liens arising out of deposits in connection with workers'
         compensation, unemployment insurance, old age pensions or other social
         security or retirement benefits legislation;

                  (3) Deposits or pledges to secure bids, tenders, contracts
         (other than contracts for the payment of money), leases, statutory
         obligations, surety and appeal bonds, and other obligations of like
         nature arising in the ordinary course of such Person's business;

                  (4) Liens imposed by law, such as mechanics', workers',
         materialmen's, carriers' or other like liens arising in the ordinary
         course of such Person's business which secure the payment of
         obligations which are not past due or which are being diligently
         contested in good faith by appropriate proceedings and for which
         adequate reserves in accordance with GAAP are maintained on such
         Person's books;

                  (5) Rights of way, zoning restrictions, easements and similar
         encumbrances affecting such Person's real property which do not
         materially interfere with the use of such property;

                  (6) Liens securing Permitted Indebtedness,  described in
         clause (2) and (3) of the definition of "Permitted  Indebtedness," not
         in excess of $10,000,000 in the aggregate; and

                  (7) Purchase money security interests for the purchase of
         equipment to be used in the Borrower's business, encumbering only the
         equipment so purchased, and which secures only the purchase-money
         Indebtedness incurred to acquire the equipment so purchased, which
         Indebtedness qualifies as Permitted Indebtedness and which Indebtedness
         is not in excess of $5,000,000 in the aggregate.

         "Person" means an individual, partnership, corporation (including,
without limitation, a business trust), joint stock company, limited liability
company, trust, unincorporated association, joint venture or other entity, or a
government or any political subdivision or agency thereof.

         "Plan" means a Single Employer Plan or a Multiple Employer Plan.

                                      -13-

         "Prime Rate" means a rate per annum equal to the Administrative Agent's
index or base rate of interest announced from time to time by the Administrative
Agent (which is not necessarily the lowest rate charged to any customer),
changing when and as such base rate changes.

         "Rated Entity" means South Jersey Industries, Inc. or any of its
Subsidiaries which maintain senior unsecured, non-credit enhanced debt ratings
by both Moody's and S&P. If more than one such Person exists, the Rated Entity
shall be South Jersey Industries, Inc. or any of its Subsidiaries which
maintains the lowest senior unsecured, non-credit enhanced debt rating by either
Moody's or S&P.

         "Register" has the meaning assigned to that term in Section 9.09(c).

         "Required Lenders" means Lenders whose aggregate Commitment Percentages
total more than 50%.

         "Revolving Loans" means those Base Rate Loans and LIBOR Rate Loans,
made pursuant to Section 2.01.

         "Revolving Loan Notes" means the promissory notes of the Borrower in
favor of each Lender evidencing the Revolving Loans made to the Borrower and
substantially in the form of Exhibit A-1, as such promissory notes may be
amended, modified, supplemented or replaced from time to time.

         "S&P" means Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, Inc., or any successor thereto.

         "Senior Debt Ratings" means the ratings assigned to the senior
unsecured, non-credit enhanced debt of the Rated Entity by Moody's or S&P, as
the case may be.

         "Significant Subsidiary" means, with respect to any Person, a
Subsidiary which meets any of the following conditions:

                  (a) such Person's and its other Subsidiaries' investments in
         and advances to the Subsidiary exceed 10% of the total assets of such
         Person and its Consolidated Subsidiaries as of the end of the most
         recently completed fiscal quarter;

                  (b) such Person's and its other Subsidiaries' proportionate
         share (as determined by ownership interests) of the total assets (after
         intercompany eliminations) of the Subsidiary exceeds 10% of the total
         assets of such Person and its Consolidated Subsidiaries as of the end
         of the most recently completed fiscal quarter;

                  (c) such Person's and its other Subsidiaries' proportionate
         share (as determined by ownership interests) in the income from
         continuing operations before income taxes, extraordinary items and
         cumulative effect of changes in accounting principles of the Subsidiary
         exceeds 10% of such income of such Person and its Consolidated
         Subsidiaries for the most recently completed fiscal quarter; or

                                      -14-

                  (d) with respect to the Borrower, such Subsidiary is Marina
         Energy LLC or South Jersey Gas Company.

         "Single Employer Plan" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA and which
(i) is maintained for employees of the Borrower or an ERISA Affiliate and no
Person other than the Borrower and its ERISA Affiliates or (ii) was so
maintained and in respect of which the Borrower or an ERISA Affiliate could have
liability under Section 4069 of ERISA in the event such plan has been or were to
be terminated.

         "Solvent" means, with respect to any Person, that such Person (a) has
capital sufficient to carry on its business and transactions and all business
and transactions in which it is about to engage and is able to pay its debts as
they mature, (b) owns property having a value, both at fair valuation and at
present fair saleable value, greater than the amount required to pay its
probable liabilities (including contingencies), and (c) does not believe that it
will incur debts or liabilities beyond its ability to pay such debts or
liabilities as they mature.

         "Subsidiary" means, with respect to any Person, any corporation or
unincorporated entity of which more than 50% of the outstanding capital stock
(or comparable interest) having ordinary voting power (irrespective of whether
at the time capital stock (or comparable interest) of any other class or classes
of such corporation or entity shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly owned by
said Person (whether directly or through one of more other Subsidiaries). In the
case of an unincorporated entity, a Person shall be deemed to have more than 50%
of interests having ordinary voting power only if such Person's vote in respect
of such interests comprises more than 50% of the total voting power of all such
interests in the unincorporated entity.

         "Swingline Borrowing" means a borrowing hereunder consisting of
Swingline Loans made to the Borrower.

         "Swingline Commitment" means Five Million and No/100 Dollars
($5,000,000).

         "Swingline Facility" means the swingline loan facility established
pursuant to Section 2.02.

         "Swingline Lender" means Wachovia, in its capacity as swingline lender
hereunder, together with its successors and permitted assigns in such capacity.

         "Swingline Loan" means the swingline loans made by the Swingline Lender
to the Borrower pursuant to Section 2.02, and all such loans collectively as the
context requires.

         "Swingline Note" means the promissory note of the Borrower in favor of
the Swingline Lender evidencing the Swingline Loans made to the Borrower and
substantially in the form of Exhibit A-2, as such promissory note may be
amended, modified, supplemented or replaced from time to time.

         "Taxes" has the meaning assigned to that term in Section 2.17.

                                      -15-

         "Termination Date" means the earlier of (a) August 5, 2007, (b) the
date of termination by the Borrower of the Commitments in full pursuant to
Section 2.06, and (c) the date of termination of the Commitment pursuant to
Section 7.02(a).

         "Type" means a type of Loan, being either a LIBOR Rate Loan or a Base
Rate Loan, as applicable.

         "Utilization Amount" has the meaning assigned to that term in Section
2.05(b).

         "Utilization Fee" has the meaning assigned to that term in Section
2.05(b).

         "Wachovia" has the meaning assigned to that term in the preamble
hereto.

         SECTION 1.02 Computation of Time Periods. In this Agreement, in the
computation of a period of time from a specified date to a later specified date,
 the word "from" means "from and including" and the words "to" and "until" each
means "to but excluding".

         SECTION 1.03 Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP, except as otherwise
stated herein.

         SECTION 1.04 Internal References. The words "herein", "hereof" and
"hereunder" and words of similar import, when used in this Agreement, shall
refer to this Agreement as a whole and not to any provision of this Agreement,
and "Article", "Section", "subsection", "paragraph", "Exhibit", "Schedule" and
respective references are to this Agreement unless otherwise specified.
References herein or in any Loan Document to any agreement or other document
shall, unless otherwise specified herein or therein, be deemed to be references
to such agreement or document as it may be amended, modified or supplemented
after the date hereof from time to time in accordance with the terms hereof or
of such Loan Document, as the case may be.


                               [End of Article I]

                                      -16-

                                   ARTICLE II
                                      LOANS

        SECTION 2.01      Revolving Loans.

        (a) Subject to the terms and conditions of this Agreement, and in
reliance upon the representations and warranties set forth herein, each Lender
severally agrees to make its Commitment Percentage of Revolving Loans to the
Borrower from time to time from the Closing Date to, but not including, the
Termination Date, as requested by the Borrower in accordance with the terms of
Sections 2.03(a)(i); provided, that (i) the aggregate principal amount of all
outstanding Extensions of Credit (after giving effect to any amount requested
and the application of the proceeds thereof) shall not exceed the Commitments of
the Lenders; and (ii) the principal amount of outstanding Revolving Loans from
any Lender to the Borrower shall not at any time exceed such Lender's Commitment
less such Lender's Commitment Percentage multiplied by the sum of the: (A) L/C
Obligations then outstanding, (B) aggregate principal amount of all Swingline
Loans then outstanding, and (C) aggregate principal amount of all Competitive
Bid Loans then outstanding. Each Revolving Loan by a Lender shall be in a
principal amount equal to such Lender's Commitment Percentage multiplied by the
aggregate principal amount of Revolving Loans requested on such occasion.

        (b) Subject to the terms and conditions hereof, the Borrower may borrow,
repay and reborrow Revolving Loans prior to the Termination Date.

        (c) Revolving Loans shall be disbursed in accordance with Section
2.03(d)(i).

        SECTION 2.02      Swingline Loans.

        (a) Availability.

                (i) Subject to the terms and conditions of this Agreement, and
in reliance upon the representations and warranties set forth herein, the
Swingline Lender agrees to make Swingline Loans to the Borrower from time to
time from the Closing Date through, but not including, the Termination Date, as
requested by the Borrower in accordance with the terms of Section 2.03(a)(ii);
provided, that (i) the aggregate principal amount of all outstanding Extensions
of Credit (after giving effect to any amount requested and the application of
the proceeds thereof) shall not exceed the Commitments of the Lenders; and (ii)
the aggregate principal amount of all Swingline Loans then outstanding shall not
exceed the Swingline Commitment. Each Lender acknowledges that the aggregate
principal amount of all outstanding Swingline Loans made by the Swingline
Lender, when taken together with the aggregate principal amount of all
outstanding Revolving Loans made by the Swingline Lender, may exceed the
Swingline Lender's Commitment. Upon and during the continuance of a Default or
an Event of Default, the Borrower shall no longer have the option of requesting
Swingline Loans and the Swingline Lender shall not be obligated to make
Swingline Loans. No more than one (1) Swingline Loan may be made on the same
Business Day.

                                      -17-

                (ii) Each Swingline Loan shall be in the aggregate principal
amount of $500,000 or any multiple of $100,000 in excess thereof, or such lesser
amount as shall be equal to the aggregate amount of the unborrowed Swingline
Commitment on such date.

                (iii) Subject to the terms and conditions hereof, the Borrower
may borrow, repay and reborrow Swingline Loans prior to the Termination Date.

                (iv) Swingline Loans shall be disbursed in accordance with
Section 2.03(d)(ii).

        (b) Maturity.  No Swingline Loan shall remain outstanding more than ten
(10) days from the date such Swingline Loan is made.


        (c) Refunding.

                (i) Swingline Loans (including accrued and unpaid interest
thereon) shall be reimbursed fully by the Lenders on demand by the Swingline
Lender. Such reimbursements shall be made by the Lenders in accordance with
their respective Commitment Percentages and shall thereafter be reflected as
Revolving Loans of the Lenders on the books and records of the Administrative
Agent; provided, that no Lender shall be required to reimburse any Swingline
Loan if, after giving effect to such reimbursement, the aggregate principal
amount of such Lender's Extensions of Credit outstanding would exceed such
Lender's Commitment. Each Lender shall fund its respective Commitment Percentage
of Revolving Loans as required to repay Swingline Loans outstanding to the
Swingline Lender upon demand by the Swingline Lender but in no event later than
2:00 p.m. (Charlotte, North Carolina time) on the next succeeding Business Day
after such demand is made. No Lender's obligation to fund its respective
Commitment Percentage of a Swingline Loan shall be affected by any other
Lender's failure to fund its Commitment Percentage of a Swingline Loan, nor
shall any Lender's Commitment Percentage be increased as a result of any such
failure of any other Lender to fund its Commitment Percentage of a Swingline
Loan.

                (ii) The Borrower shall pay to the Swingline Lender on demand
the amount of such Swingline Loans (including accrued and unpaid interest
thereon) to the extent amounts received from the Lenders are not sufficient to
repay in full the outstanding Swingline Loans requested or required to be
refunded. In addition, the Borrower hereby authorizes the Administrative Agent
and the Swingline Lender to charge any account maintained by the Borrower or any
Subsidiary of the Borrower with the Swingline Lender (up to the amount available
therein) in order to immediately pay the Swingline Lender the amount of such
Swingline Loans to the extent amounts received from the Lenders are not
sufficient to repay in full the outstanding Swingline Loans requested or
required to be refunded. If any portion of any such amount paid to the Swingline
Lender shall be recovered by or on behalf of the Borrower from the Swingline
Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be
ratably shared among all the Lenders in accordance with their respective
Commitment Percentages.

                (iii) Each Lender acknowledges and agrees that its obligation to
refund Swingline Loans (including accrued and unpaid interest thereon) in

                                      -18-

accordance with the terms of this Section 2.02(c) is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including, without
limitation, the existence of a Default or an Event of Default other than a
Default or Event of Default that the Swingline Lender had actual knowledge of at
the time such Swingline Loan was made. Further, each Lender agrees and
acknowledges that if prior to the refunding of any outstanding Swingline Loans
pursuant to this Section 2.02(c), one of the events described in Section 7.01(e)
shall have occurred, each Lender will, subject to Section 2.02(c)(i), on the
next Business Day, purchase an undivided participating interest in the Swingline
Loan in an amount equal to its Commitment Percentage multiplied by the aggregate
amount of such Swingline Loan. Each Lender will immediately transfer to the
Swingline Lender, in immediately available funds, the amount of its
participation and upon receipt thereof the Swingline Lender will deliver to such
Lender a certificate evidencing such participation dated the date of receipt of
such funds and for such amount. Whenever, at any time after the Swingline Lender
has received from any Lender such Lender's participating interest in a Swingline
Loan, the Swingline Lender receives any payment on account thereof, the
Swingline Lender will distribute to such Lender its participating interest in
such amount (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Lender's participating interest was
outstanding and funded).

        (d) The Swingline Lender may resign at any time by giving written notice
thereof to the Lenders and the Borrower, with any such resignation to become
effective only upon the appointment of a successor Swingline Lender pursuant to
this Section 2.03(d). Upon any such resignation, the Required Lenders shall have
the right to appoint a successor Swingline Lender, which shall be a Lender or an
Eligible Assignee acceptable to the Borrower. If no successor Swingline Lender
shall have been so appointed by the Required Lenders, and shall have accepted
such appointment, within 30 days after the retiring Swingline Lender's giving of
notice of resignation, then the retiring Swingline Lender may, on behalf of the
Lenders, appoint a successor Swingline Lender, which shall be a Lender or an
Eligible Assignee. Upon the acceptance of any appointment as Swingline Lender
hereunder by a successor Swingline Lender, such successor Swingline Lender shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Swingline Lender.

        SECTION 2.03      Procedure for Advances of Loans.

        (a) Requests for Borrowing.

                (i) Revolving Loans.

                        (A) Base Rate Loans. By no later than 11:00 a.m.
(Charlotte, North Carolina time) on the Business Day prior to the date of the
Borrower's request for a borrowing of a Base Rate Loan, the Borrower shall
submit to the Administrative Agent a written notice in the form attached hereto
as Exhibit C (a "Notice of Borrowing") setting forth (A) the amount requested
and (B) the desire to have such Loans accrue interest at the Base Rate, and
complying in all respects with Section 4.02 hereof. A Notice of Borrowing
received after 11:00 a.m. (Charlotte, North Carolina time) shall be deemed
received on the next Business Day. The Administrative Agent shall promptly
notify the Lenders of each Notice of Borrowing.

                                      -19-

                        (B) LIBOR Rate Loans. By no later than 11:00 a.m.
(Charlotte, North Carolina time) on the third Business Day prior to the date of
the Borrower's request for a borrowing, the Borrower shall submit a Notice of
Borrowing of a LIBOR Rate Loan to the Administrative Agent setting forth (A) the
amount requested, (B) the desire to have such Loans accrue interest at the LIBOR
Rate and (C) the Interest Period applicable thereto and complying in all
respects with Section 4.02 hereof. A Notice of Borrowing received after 11:00
a.m. (Charlotte, North Carolina time) shall be deemed received on the next
Business Day. The Administrative Agent shall promptly notify the Lenders of each
Notice of Borrowing.

                (ii) Swingline Loans. By no later than 1:00 p.m. (Charlotte,
North Carolina time) on the Business Day of the proposed Swingline Loan, the
Borrower shall submit to the Administrative Agent a written notice in the form
attached hereto as Exhibit D (a "Notice of Swingline Borrowing"), specifying
(A) the date of such borrowing, which shall be a Business Day, and (B) the
aggregate amount of such borrowing, and complying in all respects with Section
4.02 hereof. A Notice of Swingline Borrowing received after 1:00 p.m.
(Charlotte, North Carolina time) shall be deemed received on the next Business
Day. The Administrative Agent shall promptly notify the Lenders of each Notice
of Swingline Borrowing.

                (iii) Competitive Bid Loans. Competitive Bid Loans shall be
requested in the manner provided for in Section 2.04(b).

        (b) Each Notice of Borrowing and Notice of Swingline Borrowing shall be
irrevocable and binding on the Borrower. In the case of any Borrowing that the
related Notice of Borrowing specifies is to comprise LIBOR Rate Loans, the
Borrower shall indemnify the applicable Lender against any loss, cost or expense
incurred by such Lender as a result of any failure of the Borrower to fulfill on
or before the date specified in such Notice of Borrowing for such Loans, the
applicable conditions set forth in Article IV, including, without limitation,
any loss (including loss of anticipated profits), cost or expense incurred by
reason of the liquidation or redeployment of deposits or other funds acquired by
such Lender as part of such Borrowing.

        (c) Each Revolving Loan shall be in an aggregate principal amount of
$5,000,000 or any multiple of $1,000,000 in excess thereof (except that any such
Revolving Loan may be in the aggregate amount of the unborrowed Commitments on
such date).

        (d) Disbursement of Loans.

                (i) Revolving Loans. Not later than 2:00 p.m. (Charlotte,
North Carolina time) on the proposed borrowing date, (i) each Lender will make
available to the Administrative Agent, for the account of the Borrower, at the
office of the Administrative Agent in funds immediately available to the
Administrative Agent, as applicable, such Lender's Commitment Percentage
multiplied by the Revolving Loans to be made on such borrowing date. The
Borrower hereby irrevocably authorizes the Administrative Agent to disburse the
proceeds of each borrowing requested pursuant to this Section 2.03(d)(i) in
immediately available funds by crediting or wiring such proceeds to the deposit
account of the Borrower identified in the most recent notice substantially in
the form of Exhibit E hereto (a "Notice of Account Designation") delivered by

                                      -20-

the Borrower to the Administrative Agent or such other account as may be
designated in writing by the Borrower to the Administrative Agent from time to
time. Subject to Section 2.17, the Administrative Agent shall not be obligated
to disburse the portion of the proceeds of any Revolving Loan requested pursuant
to Sections 2.03(a)(i) and (ii) to the extent that any Lender has not made
available to the Administrative Agent its applicable Commitment Percentage of
such Revolving Loan. Revolving Loans to be made for the purpose of refunding
Swingline Loans shall be made by the Lenders as provided in Section 2.02(c).

                (ii) Swingline Loans. The Swingline Lender shall, before 2:00
p.m. (Charlotte, North Carolina time) on the date of such Swingline Borrowing,
make available to the Administrative Agent for the account of the Borrower in
same day funds, the proceeds of such Swingline Borrowing. The Borrower hereby
irrevocably authorizes the Administrative Agent to disburse the proceeds of each
Swingline Borrowing requested pursuant to this Section 2.03(d)(ii) in
immediately available funds by crediting or wiring such proceeds to the deposit
account of the Borrower identified in the most recent Notice of Account
Designation or such other account as may be designated in writing by the
Borrower to the Administrative Agent from time to time. The Swingline Loans
shall be included in the Commitments of the Lenders, and each Swingline
Borrowing will reduce correspondingly the amount of the available Commitment of
each Lender on a pro rata basis based on each Lender's Commitment Percentage.

                (iii) Competitive Bid Loans. Competitive Bid Loans shall be
disbursed in the manner provided for in Section 2.04(e).

        SECTION 2.04      Competitive Bid Loans.

        (a) Competitive Bid Loans. Subject to the terms and conditions set forth
herein, the Borrower may, from time to time, during the period from the Closing
Date until the date occurring seven days prior to the Termination Date, request
and each Lender may, in its sole discretion, agree to make Competitive Bid Loans
to the Borrower; provided, that (i) the sum of the aggregate principal amount of
the Lenders' Extensions of Credit (including the amount set forth in the
Competitive Bid Request) outstanding shall not exceed the Commitments of the
Lenders, (ii) the sum of the aggregate principal amount of Competitive Bid Loans
outstanding (including the amount set forth in the Competitive Bid Request) to
the Borrower shall not exceed 50% of the Commitments of the Lenders, and (iii)
if a Lender makes a Competitive Bid Loan, such Lender's obligation to make its
Commitment Percentage of any Swingline Loan, L/C Obligation or Revolving Loan
shall not be reduced thereby. No Competitive Bid Loan shall be outstanding for a
period in excess of 6 months.

        (b) Competitive Bid Requests. The Borrower may solicit Competitive Bids
by delivery of a Competitive Bid Request to the Administrative Agent by 10:00
a.m. (Charlotte, North Carolina time), on a Business Day four Business Days
prior to the date of a requested Competitive Bid Loan. A Competitive Bid Request
must be substantially in the form of Exhibit B-1, shall be accompanied by the
Competitive Bid Request Fee and shall specify (I) the date of the requested
Competitive Bid Loan (which shall be a Business Day), (II) the amount of the
requested Competitive Bid Loan, and (III) the applicable Interest Period or
Interest Periods requested. The Administrative Agent shall notify the Lenders of

                                      -21-

its receipt of a Competitive Bid Request and the contents thereof and invite the
Lenders to submit Competitive Bids in response thereto. The Borrower may not
request a Competitive Bid Loan more frequently than three times every calendar
month.

        (c) Competitive Bid Procedure. Each Lender may, in its sole discretion,
make one or more Competitive Bids to the Borrower in response to a Competitive
Bid Request in the form of Exhibit B-2. Each Competitive Bid must be received by
the Administrative Agent not later than 10:00 a.m. (Charlotte, North Carolina
time) three Business Days prior to the date of the requested Competitive Bid
Loan; provided, that should the Administrative Agent, in its capacity as a
Lender, desire to submit a Competitive Bid it shall notify the Borrower of its
Competitive Bid and the terms thereof not later than 15 minutes prior to the
time the other Lenders are required to submit their Competitive Bids. A Lender
may offer to make all or part of the requested Competitive Bid Loan and may
submit multiple Competitive Bids in response to a Competitive Bid Request. Any
Competitive Bid must specify (I) the particular Competitive Bid Request as to
which the Competitive Bid is submitted, (II) the minimum (which shall be not
less than $5,000,000 and integral multiples of $1,000,000 in excess thereof) and
maximum principal amounts of the requested Competitive Bid Loan or Loans which
the Lender is willing to make and (III) the applicable interest rate or rates
and Interest Period or Interest Periods therefor. A Competitive Bid submitted by
a Lender in accordance with the provisions hereof shall be irrevocable. The
Administrative Agent shall promptly notify the Borrower of all Competitive Bids
made and the terms thereof. The Administrative Agent shall send a copy of each
of the Competitive Bids to the Borrower and each of the Lenders for their
respective records as soon as practicable.

        (d) Acceptance of Competitive Bids. The Borrower may, in its sole
discretion, subject only to the provisions of this subsection (d), accept or
refuse any Competitive Bid offered to it. To accept a Competitive Bid, the
Borrower shall give oral notification of its acceptance of any or all such
Competitive Bids (which shall be promptly confirmed in writing) to the
Administrative Agent by 12:00 p.m. (Charlotte, North Carolina time) three
Business Days prior to the date of the requested Competitive Bid Loan; provided,
that (I) the failure by the Borrower to give timely notice of its acceptance of
a Competitive Bid shall be deemed to be a refusal thereof, (II) to the extent
Competitive Bids are for comparable Interest Periods, the Borrower may accept
Competitive Bids only in ascending order of rates, (III) the aggregate amount of
Competitive Bids accepted by the Borrower shall not exceed the principal amount
specified in the Competitive Bid Request, (IV) if the Borrower shall accept a
bid or bids made at a particular Competitive Bid Rate, but the amount of such

                                      -22-

bid or bids shall cause the total amount of bids to be accepted by the Borrower
to be in excess of the amount specified in the Competitive Bid Request, then the
Borrower shall accept a portion of such bid or bids in an amount equal to the
amount specified in the Competitive Bid Request less the amount of all other
Competitive Bids accepted with respect to such Competitive Bid Request, which
acceptance in the case of multiple bids at such Competitive Bid Rate, shall be
made pro rata in accordance with the amount of each such bid at such Competitive
Bid Rate and (V) no bid shall be accepted for a Competitive Bid Loan unless such
Competitive Bid Loan is in a minimum principal amount of $5,000,000 and integral
multiples of $1,000,000 in excess thereof, except that where a portion of a
Competitive Bid is accepted in accordance with the provisions of clause (IV) of
this subsection (d), then in a minimum principal amount of $500,000 and integral
multiples of $100,000 (but not in any event less than the minimum amount
specified in the Competitive Bid), and in calculating the pro rata allocation of
acceptances of portions of multiple bids at a particular Competitive Bid Rate
pursuant to clause (IV) of this subsection (d), the amounts shall be rounded to
integral multiples of $100,000 in a manner which shall be in the discretion of
the Borrower. A notice of acceptance of a Competitive Bid given by the Borrower
in accordance with the provisions hereof shall be irrevocable. The
Administrative Agent shall, not later than 1:00 p.m. (Charlotte, North Carolina
time) three Business Days prior to the date of such Competitive Bid Loan, notify
each bidding Lender whether or not its Competitive Bid has been accepted (and if
so, in what amount and at what Competitive Bid Rate), and each successful bidder
will thereupon become bound, subject to the other applicable conditions hereof,
to make the Competitive Bid Loan in respect of which its bid has been accepted.

        (e) Funding of Competitive Bid Loans. Each Lender which is to make a
Competitive Bid Loan shall, before 2:00 P.M. (Charlotte, North Carolina time) on
the date specified in the Competitive Bid Request, make available to the
Administrative Agent, by deposit of immediately available funds at the office of
the Administrative Agent, for the account of the Borrower in same day funds, the
proceeds of such Competitive Bid Loan. The Borrower hereby irrevocably
authorizes the Administrative Agent to disburse the proceeds of each Competitive
Bid Loan requested pursuant to Section 2.04(b) in immediately available funds by
crediting or wiring such proceeds to the deposit account of the Borrower
identified in the most recent Notice of Account Designation or such other
account as may be designated in writing by the Borrower to the Administrative
Agent from time to time.

       (f) Maturity of Competitive Bid Loans. Each Competitive Bid Loan shall
mature and be due and payable in full on the last day of the Interest Period,
selected in accordance with Section 2.11(b), which date shall not be less than 7
days nor more than the lesser of (i) 6 months duration, and (ii) the number of
days remaining until the Termination Date, applicable thereto. Unless the
Borrower shall give notice to the Administrative Agent otherwise (or repays such
Competitive Bid Loan), or a Default or Event of Default exists and is
continuing, the Borrower shall be deemed to have requested Revolving Loans from
all of the Lenders (in the amount of the maturing Competitive Bid Loan and
accruing interest at the Base Rate), the proceeds of which will be used to repay
such Competitive Bid Loan.

        SECTION 2.05      Fees.

        (a) The Borrower hereby agrees to pay to the Administrative Agent, for
the ratable account of each Lender, a facility fee (the "Facility Fee") equal to
such Lender's Commitment multiplied by a rate per annum equal to the "Facility
Fee" under the definition of Applicable Margin from the date hereof to the Final
Fee Payment Date, payable quarterly in arrears on the last day of each March,
June, September and December, commencing September 30, 2004, and on the Final
Fee Payment Date.

        (b) The Borrower hereby agrees to pay to the Administrative Agent, for
the ratable account of each Lender, a utilization fee (the "Utilization Fee"),
if the aggregate amount of the outstanding Lenders' Extensions of Credit is
equal to or greater than fifty percent (50%) of the Commitments of the Lenders,
calculated daily (the calculation of which is known as the "Utilization

                                      -23-

Amount"), which Utilization Fee shall be equal to the aggregate amount of the
Utilization Amount multiplied by a rate per annum equal to the "Utilization Fee"
under the definition of Applicable Margin from the date hereof to the Final Fee
Payment Date, payable quarterly in arrears on the last day of each March, June,
September and December, and on the Final Fee Payment Date.

        (c) The Borrower hereby agrees to pay such other fees as are specified
in the fee letter dated July 7, 2004, among the Borrower, Wachovia and Wachovia
Capital Markets, LLC.

        SECTION 2.06      Reduction of Commitments.

        (a) Voluntary.

                (i) Subject to Section 2.07(b)(i) and (ii), upon at least three
Business Days' notice, the Borrower shall have the right to permanently
terminate or reduce the aggregate unused amount of the Commitments at any time
or from time to time; provided, that (a) each partial reduction shall be in an
aggregate amount at least equal to $10,000,000 and in integral multiples of
$1,000,000 in excess thereof, and (b) no reduction shall be made which would
reduce the Commitment to an amount less than the sum of the then outstanding
Extensions of Credit. Any reduction in (or termination of) the Commitments shall
be permanent and may not be reinstated.

                (ii) Subject to Section 2.07(b)(iii), upon at least three
Business Days' notice, the Borrower shall have the right to permanently
terminate or reduce the aggregate unused amount of the Swingline Commitment at
any time or from time to time; provided, that (a) each partial reduction shall
be in an aggregate amount at least equal to $1,000,000 and in integral multiples
of $1,000,000 in excess thereof, and (b) no reduction shall be made which would
reduce the Swingline Commitment to an amount less than the sum of the then
outstanding Swingline Loans. Any reduction in (or termination of) the Swingline
Commitment shall be permanent and may not be reinstated.

        (b) Mandatory. On the Termination Date, the Commitments shall
automatically and permanently be reduced to zero.

        SECTION 2.07      Prepayment of Loans.

        (a) Voluntary Prepayments. The Borrower shall have the right to prepay
Loans (other than Competitive Bid Loans) made to it in whole or in part from
time to time without premium or penalty upon one Business Days' prior written
notice to the Administrative Agent; provided, that (i) LIBOR Rate Loans may only
be prepaid on three Business Days' prior written notice to the Administrative
Agent and any prepayment of LIBOR Rate Loans will be subject to Section 9.07(b),
(ii) each such partial prepayment of Loans (other than Swingline Loans) shall be
in the minimum principal amount of $10,000,000, and (iii) each such partial
prepayment of Swingline Loans shall be in a minimum principal amount of $500,000
(or such lesser amount that may be outstanding at any such time). Amounts
prepaid hereunder shall be applied first to Swingline Loans until paid in full,
second to Base Rate Loans until paid in full, and third to LIBOR Rate Loans
until paid in full, in direct order of Interest Period maturities, pro rata
among all Lenders holding same. The Borrower may not prepay Competitive Bid
Loans.

                                      -24-

        (b) Mandatory Prepayments.

                (i) If at any time the amount of the Extensions of Credit exceed
the Commitments, the Borrower shall immediately make a principal payment to the
Administrative Agent for the ratable accounts of the Lenders in an amount
necessary together with (i) accrued interest to the date of such prepayment on
the principal amount repaid or prepaid and (ii) in the case of prepayments of
LIBOR Rate Loans, any amount payable to the Lenders pursuant to Section 9.07(b),
so that the Extensions of Credit do not exceed the Commitments. Any payments
made under this Section 2.07(b)(i) shall be applied first to Swingline Loans
until paid in full, second to Base Rate Loans until paid in full, third to LIBOR
Rate Loans in direct order of Interest Period maturities until paid in full and
fourth to Competitive Bid Loans, pro rata among all Lenders holding same.

                (ii) On each date on which the Commitment is decreased pursuant
to Section 2.06, the Borrower shall pay or prepay to the Administrative Agent
for the ratable accounts of the Lenders such principal amount of the outstanding
Loans as shall be necessary, together with (i) accrued interest to the date of
such prepayment on the principal amount repaid or prepaid and (ii) in the case
of prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant
to Section 9.07(b), so that the aggregate amount of the Lenders' Extensions of
Credit does not exceed the Commitments. Any payments made under this Section
2.07(b)(ii) shall be applied first to Swingline Loans until paid in full, second
to Base Rate Loans until paid in full, third to LIBOR Rate Loans in direct order
of Interest Period maturities until paid in full and fourth to Competitive Bid
Loans, pro rata among all Lenders holding same.

                (iii) On each date on which the Swingline Commitment is reduced
pursuant to Section 2.06(b), the Borrower shall pay or prepay to the
Administrative Agent for the ratable accounts of the Lenders or prepay such
principal amount outstanding of Swingline Loans, together with accrued interest
to the date of such prepayment on the principal amount repaid or prepaid, if
any, as may be necessary so that after such payment the aggregate unpaid
principal amount of Swingline Loans does not exceed the amount of the Swingline
Commitment as then reduced.

                (iv) On the Maturity Date, the Borrower shall pay to the
Administrative Agent for the ratable accounts of the Lenders, the principal
amount of all Loans then outstanding, together with (i) accrued interest to the
date of such payment on the principal amount repaid and (ii) in the case of
prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant to
Section 9.07(b).

        SECTION 2.08      Increase in Commitment.

        (a) The Borrower may increase the aggregate amount of the Commitments by
an amount not greater than $10,000,000 (any such increase, a "Commitment
Increase") by designating either one or more of the existing Lenders (each of
which, in its sole discretion, may determine whether and to what degree to
participate in such Commitment Increase) or one or more Eligible Assignees
reasonably acceptable to the Administrative Agent that at the time agree, in the

                                      -25-

case of any existing Lender to increase its Commitment (an "Increasing Lender")
and, in the case of any other Eligible Assignee (an "Additional Lender"), to
become a party to this Agreement. The sum of the increases in the Commitments of
the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the
Additional Lenders upon giving effect to the Commitment Increase shall not in
the aggregate exceed the amount of the Commitment Increase or be less than
$10,000,000 in the aggregate. The Borrower shall provide prompt notice of any
proposed Commitment Increase pursuant to this Section 2.08 the Administrative
Agent, which shall promptly provide a copy of such notice to the Lenders.

        (b) Any Commitment Increase shall become effective upon (A) the receipt
by the Administrative Agent of (i) an agreement in form and substance
satisfactory to the Administrative Agent signed by the Borrower, each Increasing
Lender and each Additional Lender, setting forth the new commitments and
Commitment Percentage of each such Lender and setting forth the agreement of
each Additional Lender to become a party to this Agreement and to be bound by
all the terms and provisions hereof binding upon each Lender, and (ii) such
evidence of appropriate corporate authorization on the part of the Borrower with
respect to the Commitment Increase and such opinions of counsel for the Borrower
with respect to the Commitment Increase as the Administrative Agent may
reasonably request, (B) the funding by each Increasing Lender and Additional
Lender of the Loan(s) to be made by each such Lender described in paragraph (c)
below, (C) receipt by the Administrative Agent of the reasonable fees and
expenses of the Administrative Agent and Lenders associated with such Commitment
Increase, and (D) receipt by the Administrative Agent of a certificate (the
statements contained in which shall be true) of a duly authorized officer of the
Borrower stating that both before and after giving effect to such Commitment
Increase (i) no Default or Event of Default has occurred and is continuing, and
(ii) all representations and warranties made by the Borrower in this Agreement
are true and correct in all material respects as of the date of the Commitment
Increase.

        (c) If any Loans are outstanding upon the effective date of any
Commitment Increase, each Increasing Lender and each Additional Lender shall
provide funds to the Administrative Agent in the manner described in Section
2.03(d) in an amount equal to the product of (x) the aggregate outstanding
principal amount of such Loans (other than Competitive Bid Loans and Swingline
Loans), expressed as a percentage of the aggregate Commitments (calculated, in
each case, immediately after such Commitment Increase) and (y) in the case of an
Increasing Lender, such Increasing Lender's Commitment Increase and, in the case
of an Additional Lender, such Additional Lender's Commitment. The funds so
provided by any such Lender shall be deemed to be a Loan or Loans made by such
Lender on the date of such Commitment Increase, with such Loan(s) being in (A)
in an amount equal to the product of (x) the aggregate outstanding principal
amount of each Loan (other than Competitive Bid Loans and Swingline Loans)
expressed as a percentage of the aggregate Commitments (calculated, in each
case, immediately prior to such Commitment Increase) and (y) in the case of an
Increasing Lender, such Increasing Lender's Commitment Increase and, in the case
of an Additional Lender, such Additional Lender's Commitment and (B) of the same
Type(s) and having the same Interest Periods(s) as each Loan described in the
preceding clause (A), such that after giving effect to such Commitment Increase
and the Loan made on the date of such Commitment Increase, each Loan outstanding

                                      -26-

hereunder shall consist of Loans made ratably by all of the Lenders (after
giving effect to such Commitment Increase). The Borrower shall pay to the
Administrative Agent any amounts payable pursuant to Section 9.07(b) in
connection with such Commitment Increase.

        (d) Notwithstanding any provision contained herein to the contrary, from
and after the date of any Commitment Increase and the making of any Loans on
such date pursuant to paragraph (c) above, all calculations and payments of
Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan
shall take into account the actual Commitment of each Lender (including the
Additional Lender) and the principal amount outstanding of each Loan made by
each such Lender during the relevant period of time.

        SECTION 2.09      Evidence of Debt; Notes.

        (a) Evidence of Debt. The date, amount, type, interest rate and duration
of Interest Period (if applicable) of each Loan made by each Lender to the
Borrower, and each payment made on account of the principal thereof, shall be
recorded by such Lender on its books; provided, that the failure of such Lender
to make any such recordation or endorsement shall not affect the obligations of
the Borrower to make a payment when due of any amount owing hereunder or under
any Note with respect of the Loans to be evidenced by such Note, and each such
recordation or endorsement shall be conclusive and binding absent manifest
error. In any legal action or proceeding in respect of this Agreement, the
entries made in such account or accounts shall, in the absence of manifest
error, be conclusive evidence of the existence and amounts of the Obligations of
the Borrower therein recorded.

        (b) Revolving Loan Notes. The Revolving Loans made by the Lenders to the
Borrower shall be evidenced, upon request by any Lender, by the Revolving Loan
Notes in a principal amount equal to the amount of such Lender's Commitment
Percentage multiplied by the Commitment as originally in effect.

        (c) Swingline Note. The Swingline Loans made by the Swingline Lender to
the Borrower shall be evidenced, upon request by the Swingline Lender, by a
Swingline Note in a principal amount equal to the Swingline Commitment.

        (d) Competitive Bid Loan Notes. The Competitive Bid Loans made by the
Lenders to the Borrower shall be evidenced, upon request by the Lender or
Lenders making such Competitive Bid Loan, by a Competitive Bid Loan Notes in a
principal amount equal to the Competitive Bid Loan advanced under such
Competitive Bid Request.

        SECTION 2.10      Interest Rates.

        (a) Interest Rate Options. Subject to the provisions of this Section
2.10, at the election of the Borrower, the aggregate unpaid principal balance of
each Loan shall bear interest at the Applicable Rate. Each Revolving Loan or
portion thereof bearing interest based on the Base Rate shall be a "Base Rate
Loan", and each Loan or portion thereof bearing interest based on the LIBOR
Rate, and, solely for purposes of this Section 2.10, Competitive Bid Loans,
shall be a "LIBOR Rate Loan." Any Loan or any portion thereof as to which the
Borrower has not duly specified an interest rate as provided herein shall be
deemed a Base Rate Loan. The Swingline Loan shall bear interest based on the
Base Rate.

                                      -27-

        (b) Interest Periods. In connection with each LIBOR Rate Loan, the
Borrower, by giving notice at the times described in Section 2.03(a)(i)(B),
shall elect an interest period (each, an "Interest Period") to be applicable to
such LIBOR Rate Loan, which Interest Period shall be a period of two (2) weeks,
one (1) month, two (2) months, three (3) months, or six (6) months; provided,
that:

                (i) the Interest Period shall commence on the date of advance of
or conversion to any LIBOR Rate Loan and, in the case of immediately successive
Interest Periods, each successive Interest Period shall commence on the date on
which the next preceding Interest Period expires;

                (ii) the Borrower may not select any Interest Period that ends
after the Maturity Date;

                (iii) Interest Periods commencing on the same date for LIBOR
Rate Loans comprising part of the same Loan shall be of the same duration;

                (iv) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of such
Interest Period shall be extended to occur on the next succeeding Business Day;
provided, that if such  extension would cause the last day of such Interest
Period to occur in the next following calendar month, the last day of such
Interest Period shall occur on the next preceding Business Day;

                (v) with respect to LIBOR Rate Loans, if any Interest Period
begins on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period, such Interest Period shall
end on the last Business Day of such calendar month; and

                (vi) no more than five (5) Interest Periods may be in effect at
any time.

        (c) Default Rate. Subject to Section 7.02, upon the occurrence and
during the continuance of an Event of Default, (i) the Borrower shall no longer
have the option to request LIBOR Rate Loans, (ii) all outstanding LIBOR Rate
Loans shall bear interest at a rate per annum equal to the Default Rate, (iii)
all outstanding Base Rate Loans and Swingline Loans shall bear interest at a
rate per annum equal to the Default Rate, and (iv) all outstanding Competitive
Bid Loans shall bear interest at a rate per annum equal to the Default Rate.
Interest shall continue to accrue on the Notes after the filing by or against
the Borrower of any petition seeking any relief in bankruptcy or under any act
or law pertaining to insolvency or debtor relief, whether state, federal or
foreign.

        (d) Interest Payment and Computation. (A) Interest on each Base Rate
Loan and Swingline Loan shall be payable in arrears on the last Business Day of
each calendar quarter commencing September 30, 2004; and (B) interest on each
LIBOR Rate Loan shall be payable on the last day of each Interest Period
applicable thereto, and if such Interest Period extends over three (3) months,
at the end of each three (3) month interval during such Interest Period. All
interest rates, fees and commissions provided hereunder shall be computed on the
basis of a 360-day year and assessed for the actual number of days elapsed;

                                      -28-

provided, that interest on each Base Rate Loan and Swingline Loan that is based
on the Prime Rate shall be computed on the basis of a 365-day or 366-day year,
as applicable, and assessed for the actual number of days elapsed.

        (e) Payments. The Borrower shall make each payment hereunder not later
than 12:00 noon (Charlotte, North Carolina time) on the day when due in lawful
money of the United States of America to the Administrative Agent at its address
referred to in Section 9.02 in same day funds.

        (f) Maximum Rate. In no contingency or event whatsoever shall the
aggregate amount of all amounts deemed interest hereunder or under any of the
Notes charged or collected pursuant to the terms of this Agreement or pursuant
to any of the Notes exceed the highest rate permissible under any Applicable Law
which a court of competent jurisdiction shall, in a final determination, deem
applicable hereto. In the event that such a court determines that the Lenders
have charged or received interest hereunder in excess of the highest applicable
rate, the rate in effect hereunder shall automatically be reduced to the maximum
rate permitted by Applicable Law and the Lenders shall at the Administrative
Agent's option promptly refund to the Borrower any interest received by Lenders
in excess of the maximum lawful rate or shall apply such excess to the principal
balance of the Obligations. It is the intent hereof that the Borrower not pay or
contract to pay, and that neither the Administrative Agent nor any Lender
receive or contract to receive, directly or indirectly in any manner whatsoever,
interest in excess of that which may be paid by the Borrower under Applicable
Law.

        SECTION 2.11 Additional Interest on LIBOR Rate Loans. The Borrower shall
pay to each Lender, so long as such Lender shall be required under regulations
of the Board of Governors of the Federal Reserve System to maintain reserves
with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities and which are not required on the date of this Agreement, additional
interest on the unpaid principal amount of each LIBOR Rate Loan and Competitive
Bid Loan of such Lender, from the date of such LIBOR Rate Loan and Competitive
Bid Loan until such principal amount is paid in full, at an interest rate per
annum equal at all times to the remainder obtained by subtracting (i) the LIBOR
Rate for the Interest Period for such LIBOR Rate Loan or Competitive Bid Loan,
from (ii) the rate obtained by dividing such LIBOR Rate by a percentage equal to
100% minus the LIBOR Rate Reserve Percentage of such Lender for such Interest
Period, payable on each date on which interest is payable on such LIBOR Rate
Loan or Competitive Bid Loan. Such additional interest shall be determined by
such Lender and notified to the Borrower through the Administrative Agent.

        SECTION 2.12      Interest Rate Determination.

        (a) The Administrative Agent shall give prompt notice to the Borrower
and the Lenders of the applicable interest rate determined by the Administrative
Agent for purposes of Section 2.11.

        (b) If, with respect to any LIBOR Rate Loans and Competitive Bid Loan,
(i) the Required Lenders notify the Administrative Agent that the LIBOR Rate for
any Interest Period for such LIBOR Rate Loans or Competitive Bid Loan will not
adequately reflect the cost to such Required Lenders of making, funding or
maintaining their respective LIBOR Rate Loans or Competitive Bid Loan for such

                                      -29-

Interest Period or (ii) the Required Lenders notify the Administrative Agent or
the Administrative Agent determines that adequate and fair means do not exist
for ascertaining the applicable interest rate on the basis provided for in the
definition of LIBOR Rate, the Administrative Agent shall forthwith so notify the
Borrower and the Lenders, whereupon:

                (i) each LIBOR Rate Loan or Competitive Bid Loan will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Loan, and

                (ii) the obligation of the Lenders to make, or to Convert Base
Rate Loans into, LIBOR Rate Loans shall be suspended until the Administrative
Agent (based on notice from the Required Lenders) shall notify the Borrower and
the Lenders that the circumstances causing such suspension no longer exist.

        (c) If the Borrower shall fail to (i) select the duration of any
Interest Period for any LIBOR Rate Loans in accordance with the provisions of
Section 2.10(b), (ii) provide a Notice of Conversion with respect to any LIBOR
Rate Loans on or prior to 11:00 a.m., Charlotte, North Carolina time, on the
third Business Day prior to the last day of the Interest Period applicable
thereto, in the case of a Conversion to or in respect of LIBOR Rate Loans or
(iii) satisfy the conditions set forth in Section 2.13 with respect to a
Conversion, the Administrative Agent will forthwith so notify the Borrower and
the Lenders and such LIBOR Rate Loans will automatically, on the last day of the
then existing Interest Period therefor, Convert into Base Rate Loans.

        SECTION 2.13      Voluntary Conversion of Loans. The Borrower may on any
Business Day, by delivering an irrevocable Notice of Conversion (a "Notice of
Conversion") in the form of Exhibit F hereto to the Administrative Agent not
later than 11:00 a.m., Charlotte, North Carolina time, on the third Business Day
prior to the date of the proposed Conversion, and subject to the provisions of
Sections 2.10, 2.15 and 4.03, Convert all Loans of one Type made simultaneously
into Loans of the other Type; provided, that any Conversion of any LIBOR Rate
Loans into Base Rate Loans shall be made on, and only on, the last day of an
Interest Period for such LIBOR Rate Loans.

        SECTION 2.14      Increased Costs.

        (a) If, due to either (i) the introduction of or any change (other than
any change by way of imposition or increase of reserve requirements, in the case
of LIBOR Rate Loans or Competitive Bid Loans, included in the LIBOR Rate Reserve
Percentage) in or in the interpretation of any law or regulation or (ii) the
compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law), in any case,
promulgated, implemented or occurring on or after the date hereof, there shall
be any increase in the cost to any Lender of agreeing to make or making, funding
or maintaining LIBOR Rate Loans or Competitive Bid Loans, then the Borrower
shall from time to time, upon demand by such Lender (with a copy of such demand
to the Administrative Agent), pay to such Lender additional amounts sufficient
to compensate such Lender for such increased cost. Each Lender agrees to notify

                                      -30-

the Borrower of any such increased costs as soon as reasonably practicable after
determining that such increased cost is applicable to LIBOR Rate Loans or
Competitive Bid Loans hereunder. A certificate as to the amount of such
increased cost, submitted to the Borrower and the Administrative Agent by such
Lender, shall be conclusive and binding for all purposes, absent manifest error.

        (b) If any Lender determines that compliance with any law or regulation
or any guideline or request from any central bank or other governmental
authority (whether or not having the force of law), in any case promulgated,
implemented or occurring on or after the date hereof, affects or would affect
the amount of capital required or expected to be maintained by any such Lender
or and corporation controlling any such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's Commitment
hereunder and other Commitments of this Type, then, upon demand by any such
Lender, as the case may be (with a copy of such demand to the Administrative
Agent), the Borrower shall immediately pay to such Lender, as the case may be,
from time to time as specified by such Lender, additional amounts sufficient to
compensate such Lender, or such corporation in the light of such circumstances,
for any difference in the rate of return of any such Lender to the extent that
such Lender, as the case may be, reasonably determines such increase in capital
to be allocable to the existence of such Lender's Commitment hereunder, as the
case may be. Each Lender agrees to notify the Borrower of any such additional
amount as soon as reasonably practicable after the any Lender makes such
determination. A certificate as to such amounts submitted to the Borrower and
the Administrative Agent by such Lender shall be conclusive and binding for all
purposes, absent manifest error.

        SECTION 2.15     Illegality. Notwithstanding any other provision of this
Agreement, if any Lender shall notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Lender or its LIBOR Lending
Office to perform its obligations hereunder to make LIBOR Rate Loans or
Competitive Bid Loans, or to fund or maintain LIBOR Rate Loans or Competitive
Bid Loans hereunder, (i) the obligation of the Lenders to make Competitive Bid
Loans, (ii) the obligation of the Lenders to make, or to Convert Base Rate Loans
into, LIBOR Rate Loans shall be suspended until the Administrative Agent (based
on notice from the affected Lender) shall notify the Borrower and the Lenders
that the circumstances causing such suspension no longer exist, and (iii) the
Borrower shall pay (x) on the last day of the applicable Interest Period, or (y)
if the failure to prepay immediately would cause any Lender to be in violation
of such law or regulation, immediately, in full all LIBOR Rate Loans and
Competitive Bid Loans of all Lenders then outstanding, together with interest
accrued thereon and amounts payable pursuant to Section 9.07(b), unless, in
either case, the Borrower, within five Business Days of notice from the
Administrative Agent (or such shorter, maximum period of time, specified by the
Administrative Agent, as may be legally allowable), Converts all LIBOR Rate
Loans or Competitive Bid Loans of all Lenders then outstanding into Base Rate
Loans in accordance with Section 2.13.

        SECTION 2.16      Nature of Obligations of Lenders Regarding Extensions
of Credit; Assumption by the Administrative Agent. The obligations of the
Lenders under this Agreement to make the Loans and issue or participate in
Letters of Credit are several and are not joint or joint and several. Unless the

                                      -31-

Administrative Agent shall have received notice from a Lender prior to a
proposed borrowing date that such Lender will not make available to the
Administrative Agent such Lender's ratable portion of the amount to be borrowed
on such date (which notice shall not release such Lender of its obligations
hereunder), the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the proposed borrowing date in
accordance with this Agreement and the Administrative Agent may, in reliance
upon such assumption, make available to the Borrower on such date a
corresponding amount. If such amount is made available to the Administrative
Agent on a date after such borrowing date, such Lender shall pay to the
Administrative Agent on demand an amount, until paid, equal to the product of
(a) the amount not made available by such Lender in accordance with the terms
hereof, times (b) the daily average Federal Funds Rate (or, if such amount is
not made available for a period of three (3) Business Days after the borrowing
date, the Base Rate) during such period as determined by the Administrative
Agent, times (c) a fraction the numerator of which is the number of days that
elapse from and including such borrowing date to the date on which such amount
not made available by such Lender in accordance with the terms hereof shall
have become immediately available to the Administrative Agent and the
denominator of which is 360. A certificate of the Administrative Agent with
respect to any amounts owing under this Section 2.16 shall be conclusive, absent
manifest error. If such Lender's Commitment Percentage of such borrowing is not
made available to the Administrative Agent by such Lender within three (3)
Business Days of such borrowing date, the Administrative Agent shall be entitled
to recover such amount made available by the Administrative Agent with interest
thereon at the rate per annum applicable to the Loan hereunder, on demand, from
the Borrower. The failure of any Lender to make available its Commitment
Percentage of any Loan requested by the Borrower shall not relieve it or any
other Lender of its obligation, if any, hereunder to make its Commitment
Percentage of such Loan available on such borrowing date, but no Lender shall be
responsible for the failure of any other Lender to make its Commitment
Percentage of such Loan available on the borrowing date.

        SECTION 2.17      Net of Taxes, Etc.

        (a) All payments made by the Borrower under this Agreement shall be made
free and clear of, and without deduction or withholding for or on account of,
any present or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority, excluding, in the
case of the Administrative Agent and each Lender, taxes imposed on its overall
net income, and franchise taxes imposed on it by the jurisdiction under the laws
of which the Administrative Agent or such Lender (as the case may be) is
organized or any political subdivision thereof and, in the case of each Lender,
taxes imposed on its overall net income, and franchise taxes imposed on it by
the jurisdiction of such Lender's Applicable Lending Office or any political
subdivision thereof (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred to as "Taxes").
If any Taxes are required to be withheld from any amounts payable to the
Administrative Agent or any Lender hereunder, the amounts so payable to the
Administrative Agent or such Lender shall be increased to the extent necessary
to yield to the Administrative Agent or such Lender (after payment of all Taxes)
interest or any such other amounts payable hereunder at the rates or in the
amounts specified in this Agreement. Whenever any Taxes are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send to the

                                      -32-

Administrative Agent for its own account or for the account of such Lender, a
certified copy of an original official receipt received by the Borrower showing
payment thereof. If the Borrower fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent the
required receipts or other required documentary evidence, the Borrower shall
indemnify the Administrative Agent and the Lenders for any incremental taxes,
interest or penalties that may become payable by the Administrative Agent or any
Lender as a result of any such failure. The agreements in this Section shall
survive the termination of this Agreement and the payment of the obligations
hereunder and all other amounts payable hereunder.

        (b) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof agrees that it will deliver to the Borrower
and the Administrative Agent on or before the latter of the date hereof and the
date such Lender becomes a Lender (i) two duly completed copies of United States
Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as
the case may be. Each such Lender also agrees to deliver to the Borrower and the
Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or
successor applicable forms or other manner of certification, as the case may be,
on or before the date that any such form previously delivered expires or becomes
obsolete or after the occurrence of any event requiring a change in the most
recent form previously delivered by it to the Borrower, and such extensions or
renewals thereof as may reasonably be requested by the Borrower or the
Administrative Agent, unless in any such case an event (including, without
limitation, any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Lender from duly completing
and delivering any such form with respect to it and such Lender so advises the
Borrower and the Administrative Agent. Such Lender shall certify that it is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes and that it is entitled to
an exemption from United States backup withholding tax.

        (c) If any Lender shall request compensation for costs pursuant to this
Section 2.17, (i) such Lender shall make reasonable efforts (which shall not
require such Lender to incur a loss or unreimbursed cost or otherwise suffer any
disadvantage deemed by it to be significant) to make within thirty (30) days an
assignment of its rights and delegation and transfer of its obligations
hereunder to another of its offices, branches or affiliates, if such assignment
would reduce such costs in the future, (ii) the Borrower may with the consent of
the Required Lenders, which consent shall not be unreasonably withheld, secure a
substitute bank to replace such Lender which substitute bank shall, upon
execution of a counterpart of this Agreement and payment to such Lender of any
and all amounts due under this Agreement, be deemed to be a Lender hereunder
(any such substitution referred to in clause (ii) shall be accompanied by an
amount equal to any loss or reasonable expense incurred by such Lender as a
result of such substitution); provided, that this Section 2.17(c) shall not be
construed as limiting the liability of the Borrower to indemnify or reimburse
such Lender for any costs or expenses the Borrower is required hereunder to
indemnify or reimburse.

                               [End of Article II]

                                      -33-

                                  ARTICLE III
                            LETTER OF CREDIT FACILITY

        SECTION 3.01      L/C Commitment.

        (a) Subject to the terms and conditions of this Agreement, the Issuing
Lender, in reliance on the agreements of the other Lenders set forth in Section
3.04(a), agrees to issue standby letters of credit ("Letters of Credit") for the
account of the Borrower on any Business Day from the Closing Date to, but not
including, the date that is ninety (90) days prior to the Termination Date in
such form as may be approved from time to time by the Issuing Lender; provided,
that the Issuing Lender shall have no obligation to issue any Letter of Credit
if, after giving effect to such issuance, (i) the L/C Obligations would exceed
the L/C Commitment or (ii) the aggregate principal amount of outstanding
Extensions of Credit, would exceed the Commitments. The Existing Letters of
Credit shall be deemed to have been issued pursuant hereto, and from and after
the Closing Date shall be subject to, and governed by, the terms and conditions
hereof.

        (b) Each Letter of Credit shall (i) be denominated in Dollars in a
minimum amount of $500,000, (ii) be a standby letter of credit issued to support
obligations of the Borrower or any of its Subsidiaries, contingent or otherwise,
incurred in the ordinary course of business, (iii) (A) expire on a date not
later than five (5) Business Days prior to the Termination Date, (B) have a term
not exceeding one year, (C) and otherwise reasonably satisfactory to the Issuing
Lender, and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth
in the Application or as determined by the Issuing Lender and, to the extent not
inconsistent therewith, the laws of the State of New York. The Issuing Lender
shall not at any time be obligated to issue any Letter of Credit hereunder if
such issuance would conflict with, or cause the Issuing Lender or any L/C
Participant to exceed any limits imposed by, any Applicable Law. References
herein to "issue" and derivations thereof with respect to Letters of Credit
shall also include extensions or modifications of any existing Letters of
Credit, unless the context otherwise requires.

        SECTION 3.02      Procedure for Issuance of Letters of Credit. The
Borrower may from time to time request that the Issuing Lender issue a Letter of
Credit by delivering to the Issuing Lender at the Administrative Agent's Office
an Application therefor, completed to the reasonable satisfaction of the Issuing
Lender, and such other certificates, documents and other papers and information
as the Issuing Lender may reasonably request. Upon receipt of any Application,
the Issuing Lender shall process such Application and the certificates,
documents and other papers and information delivered to it in connection
therewith in accordance with its customary procedures and shall, subject to
Section 3.01 and Article IV, promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Lender be required to issue any
Letter of Credit earlier than two (2) Business Days after its receipt of the
Application therefor and all such other certificates, documents and other papers
and information relating thereto) by issuing the original of such Letter of
Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing
Lender and the Borrower. The Issuing Lender shall promptly furnish to the
Borrower a copy of such Letter of Credit and promptly notify each Lender of the

                                      -34-

issuance and upon request by any Lender, furnish to such Lender a copy of such
Letter of Credit and the amount of such Lender's L/C Participation therein.

        SECTION 3.03      Commissions and Other Charges.

        (a) The Borrower shall pay to the Administrative Agent, for the account
of the Issuing Lender and the L/C Participants, a letter of credit commission
with respect to each Letter of Credit in an amount equal to the product of (i)
the average daily maximum amount available to be drawn during the relevant
quarter under such Letter of Credit and (ii) the Applicable LIBOR Margin
(determined on a per annum basis). Such commission shall be payable quarterly in
arrears on the last Business Day of each calendar quarter and on the Termination
Date commencing on the last Business Day of the calendar quarter in which such
Letter of Credit is issued. The Administrative Agent shall, promptly following
its receipt thereof, distribute to the Issuing Lender and the L/C Participants
all commissions received pursuant to this Section 3.03(a) in accordance with
their respective Commitment Percentages.

        (b) In addition to the foregoing commission, the Borrower shall pay to
the Administrative Agent, for the account of the Issuing Lender, a fronting fee
with respect to each Letter of Credit issued on or after the Closing Date in an
amount equal to the product of (i) the face amount of such Letter of Credit and
(ii) 12.5 basis points (0.125%) (the "Fronting Fee"). Such Fronting Fee shall be
payable in arrears on the last Business Day of each calendar quarter and on the
Termination Date for each day such Letter of Credit is issued and outstanding.

 (c) In addition to the foregoing fees and commissions, the Borrower shall pay
or reimburse the Issuing Lender for such normal and customary costs and expenses
as are incurred or charged by the Issuing Lender in issuing, effecting payment
under, amending or otherwise administering any Letter of Credit.

        SECTION 3.04      L/C Participations.

        (a) The Issuing Lender irrevocably agrees to grant and hereby grants to
each L/C Participant, and, to induce the Issuing Lender to issue Letters of
Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase
and hereby accepts and purchases from the Issuing Lender, on the terms and
conditions hereinafter stated, for such L/C Participant's own account and risk
an undivided interest equal to such L/C Participant's Commitment Percentage in
the Issuing Lender's obligations and rights under and in respect of each Letter
of Credit issued (or deemed issued) hereunder and the amount of each draft paid
by the Issuing Lender thereunder. Each L/C Participant unconditionally and
irrevocably agrees with the Issuing Lender that, if a draft is paid under any
Letter of Credit for which the Issuing Lender is not reimbursed in full by the
Borrower through a Revolving Loan or otherwise in accordance with the terms of
this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand
at the Issuing Lender's address for notices specified herein an amount equal to
such L/C Participant's Commitment Percentage multiplied by the amount of such
draft, or any part thereof, which is not so reimbursed.

                                      -35-

        (b) Upon becoming aware of any amount required to be paid by any L/C
Participant to the Issuing Lender pursuant to Section 3.04(a) in respect of any
unreimbursed portion of any payment made by the Issuing Lender under any Letter
of Credit, the Issuing Lender shall notify each L/C Participant of the amount
and due date of such required payment and such L/C Participant shall pay to the
Issuing Lender the amount specified on the applicable due date. If any such
amount is paid to the Issuing Lender after the date such payment is due, such
L/C Participant shall pay to the Issuing Lender on demand, in addition to such
amount, the product of (i) such amount, times (ii) the daily average Federal
Funds Rate (or Base Rate, if such amount is not paid within three Business Days
of demand) as determined by the Administrative Agent during the period from and
including the date such payment is due to the date on which such payment is
immediately available to the Issuing Lender, times (iii) a fraction the
numerator of which is the number of days that elapse during such period and the
denominator of which is 360. A certificate of the Issuing Lender with respect to
any amounts owing under this Section 3.04(b) shall be conclusive in the absence
of manifest error. With respect to payment to the Issuing Lender of the
unreimbursed amounts described in this Section 3.04(b), if the L/C Participants
receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte,
North Carolina time) on any Business Day, such payment shall be due that
Business Day, and (B) after 1:00 p.m. (Charlotte, North Carolina time) on any
Business Day, such payment shall be due on the following Business Day.

        (c) Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its
Commitment Percentage of such payment in accordance with this Section 3.04, the
Issuing Lender receives any payment related to such Letter of Credit (whether
directly from the Borrower or otherwise) or any payment of interest on account
thereof, the Issuing Lender will distribute to such L/C Participant its pro rata
share thereof; provided, that in the event that any such payment received by the
Issuing Lender shall be required to be returned by the Issuing Lender, such L/C
Participant shall return to the Issuing Lender the portion thereof previously
distributed by the Issuing Lender to it.

        SECTION 3.05      Reimbursement Obligation of the Borrower. In the event
of any drawing under any Letter of Credit, the Borrower agrees to reimburse
(either with the proceeds of a Revolving Loan as provided for in this Section
3.05 or with funds from other sources), in same day funds, the Issuing Lender on
each date on which the Issuing Lender notifies the Borrower of the date and
amount of a draft paid under any Letter of Credit for the amount of (a) such
draft so paid and (b) any amounts referred to in Section 3.03(c) incurred by the
Issuing Lender in connection with such payment. Unless the Borrower shall
immediately notify the Issuing Lender that the Borrower intends to reimburse the
Issuing Lender for such drawing from other sources or funds, the Borrower shall
be deemed to have timely given a Notice of Borrowing to the Administrative Agent
requesting that the Lenders make a Revolving Loan bearing interest at the Base
Rate on such date in the amount of (a) such draft so paid and (b) any amounts
referred to in Section 3.03(c) incurred by the Issuing Lender in connection with
such payment, and the Lenders shall make a Revolving Loan bearing interest at
the Base Rate in such amount, the proceeds of which shall be applied to
reimburse the Issuing Lender for the amount of the related drawing and costs and
expenses. Each Lender acknowledges and agrees that its obligation to fund a
Revolving Loan in accordance with this Section 3.05 to reimburse the Issuing
Lender for any draft paid under a Letter of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including, without

                                      -36-

limitation, the existence of a Default or an Event of Default other than a
Default or Event of Default that the Issuing Lender had actual knowledge of at
the time of the issuance of such Letter of Credit. If the Borrower has elected
to pay the amount of such drawing with funds from other sources and shall fail
to reimburse the Issuing Lender as provided above, the unreimbursed amount of
such drawing shall bear interest in the rate which would be payable on any
outstanding Base Rate Loans which were then overdue from the date such amounts
become payable (whether at stated maturity, by acceleration or otherwise) until
payment in full.

        SECTION 3.06      Obligations Absolute. The Borrower's obligations under
this Article III (including, without limitation, the Obligations) shall be
absolute and unconditional under any and all circumstances and irrespective of
any set-off, counterclaim or defense to payment which the Borrower may have or
have had against the Issuing Lender or any beneficiary of a Letter of Credit or
any other Person. The Borrower also agrees that the Issuing Lender and the L/C
Participants shall not be responsible for, and the Borrower's reimbursement
obligation under Section 3.05 shall not be affected by, among other things, the
validity or genuineness of documents or of any endorsements thereon, even though
such documents shall in fact prove to be invalid, fraudulent or forged, or any
dispute between or among the Borrower and any beneficiary of any Letter of
Credit or any other party to which such Letter of Credit may be transferred or
any claims whatsoever of the Borrower against any beneficiary of such Letter of
Credit or any such transferee, except for such matters caused by the Issuing
Lender's gross negligence or willful misconduct. The Issuing Lender shall not be
liable for any error, omission, interruption or delay in transmission, dispatch
or delivery of any message or advice, however transmitted, in connection with
any Letter of Credit, except for errors or omissions caused by the Issuing
Lender's gross negligence or willful misconduct. The Borrower agrees that any
action taken or omitted by the Issuing Lender under or in connection with any
Letter of Credit or the related drafts or documents, if done in the absence of
gross negligence or willful misconduct and in accordance with the standards of
care specified in ISP 98 or the Uniform Customs, as the case may be, and, to the
extent not inconsistent therewith, the UCC, shall be binding on the Borrower and
shall not result in any liability of the Issuing Lender or Lenders.

                              [End of Article III]

                                      -37-

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

        SECTION 4.01      Conditions Precedent to the Execution and Delivery of
this Agreement. The obligation of the Lenders to execute and deliver this
Agreement and to make Extensions of Credit is subject to the conditions
precedent that the Administrative Agent (and the Lenders, if applicable) shall
have received on or before the Closing Date, the following, each dated such
date, in form and substance reasonably satisfactory to the Administrative Agent
and the Lenders, with copies for each Lender:

        (a) Agreement. Receipt by the Administrative Agent of counterparts of
this Agreement, duly executed by the Borrower, the Administrative Agent, the
Issuing Lender and the Lenders;

        (b) Secretary's Certificate. Receipt by the Administrative Agent of (A)
a certificate of the secretary or assistant secretary of the Borrower, as
applicable, dated the Closing Date and certifying (1) that attached thereto is a
true and complete copy of the certificate of incorporation and all amendments
thereto of the Borrower, certified as of a recent date by the appropriate
Governmental Authority in its jurisdiction of organization, (2) that attached
thereto is a true and complete copy of the by-laws of the Borrower in effect on
the Closing Date and at all times since a date prior to the date of the
resolutions described in clause (3) below, (3) that attached thereto is a true
and complete copy of resolutions or consents, as applicable, duly adopted by the
board of directors of the Borrower authorizing, as applicable, the execution,
delivery and performance of this Agreement and that such resolutions have not
been modified, rescinded or amended and are in full force and effect, (4) that
the organizational documents of the Borrower have not been amended since the
date of the last amendment thereto shown on the certificate of good standing
attached thereto, and (5) as to the incumbency and specimen signature of each
officer of the Borrower executing this Agreement and any other document
delivered in connection herewith on its behalf; and (B) a certificate of another
officer as to the incumbency and specimen signature of such secretary or
assistant secretary executing the certificate pursuant to (A) above;

        (c) Officer's Certificate. Receipt by the Administrative Agent of a
certificate from the chief executive officer or chief financial officer of the
Borrower, as applicable, in form and substance reasonably satisfactory to the
Administrative Agent, to the effect that, as of the Closing Date, all
representations and warranties of the Borrower contained in this Agreement and
the other Loan Documents are true, correct and complete; that the Borrower is
not in violation or aware of any event that would cause a Material Adverse
Change in the business or operation as reflected in the Disclosure Documents;
that the Borrower is not in violation of any of the covenants contained in this
Agreement and the other Loan Documents; that, after giving effect to the
transactions contemplated by this Agreement, no Default or Event of Default has
occurred and is continuing; and that the Borrower has satisfied each of the
conditions precedent set forth in this Section 4.01;

        (d) Consents. Receipt by the Administrative Agent of a written
representation from the Borrower that (i) all governmental, shareholder, member,

                                      -38-

partner and third party consents and approvals necessary or, in the reasonable
opinion of the Administrative Agent, desirable, in connection with the
transactions contemplated hereby have been received and are in full force and
effect and (ii) no condition or requirement of law exists which could reasonably
be likely to restrain, prevent or impose any material adverse condition on the
transactions contemplated hereby;

        (e) Proceedings. Receipt by the Administrative Agent of a certificate
from the Borrower certifying that no action, proceeding, investigation,
regulation or legislation has been instituted, or, to the Borrower's knowledge,
threatened or proposed before any court, government agency or legislative body
to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is
related to or arises out of this Agreement or any other Loan Documents or the
consummation of the transactions contemplated hereby or thereby or which, in the
Administrative Agent's reasonable determination, would prohibit the extension of
Letters of Credit or could reasonably be expected to result in any such
prohibition or a Material Adverse Change;

        (f) Financial Statements. Receipt by the Administrative Agent of the
Disclosure Documents and financial statements required pursuant to Section 6.03,
which demonstrate, in the Administrative Agent's reasonable judgment, together
with all other information then available to the Administrative Agent, that the
Borrower can repay its debts and satisfy its other obligations as and when they
become due, and can comply with the financial covenants contained in this
Agreement;

        (g) Good Standing Certificate. Receipt by the Administrative Agent of a
certificate of good standing for the Borrower, dated on or immediately prior to
the Closing Date, from the Secretary of State of the state of organization of
the Borrower and from all states in which the Borrower is required to obtain a
certificate of good standing or like certificate due to the nature of its
operations in such state;

        (h) Fees. Receipt by the Administrative Agent and the Lenders of the
fees set forth or referenced in this Agreement and any other accrued and unpaid
fees, expenses or commissions due hereunder (including, without limitation,
legal fees and expenses of counsel to the Administrative Agent), and to any
other Person such amount as may be due thereto in connection with the
transactions contemplated hereby, including all taxes, fees and other charges
related to the Loan Documents;

        (i) Notice required by Section 4.02. Receipt by the Administrative Agent
of the notice required under Section 4.02;

        (j) Note. If requested by any Lender, a Note, payable to the order of
such Lender, duly completed and executed by the Borrower;

        (k) Opinions. Opinions of Cozen O'Connor, counsel to the Borrower, in
substantially the form of Exhibit G hereto, and as to such other matters as the
Administrative Agent and the Lenders may reasonably request, addressed to the
Administrative Agent and the Lenders;

                                      -39-

        (l) Existing Wachovia Credit Facility. Receipt by the Administrative
Agent of confirmation acceptable to the Administrative Agent that all
Indebtedness under the Existing Wachovia Credit Facility (save and except the
Existing Letters of Credit), has been, or will be simultaneously, terminated and
indefeasibly paid in full ; and

        (m) Other. Receipt by the Administrative Agent of all other opinions,
certificates and instruments in connection with the transactions contemplated by
this Agreement satisfactory in form and substance to the Required Lenders.

        SECTION 4.02      Additional Conditions Precedent. The obligation of the
Lenders and the Issuing Lender to (i) make each Extension of Credit, including
the Extensions of Credit on the Closing Date, (ii) Convert a Base Rate Loan into
a LIBOR Rate Loan or from a LIBOR Rate Loan into another LIBOR Rate Loan and
(iii) issue the Letters of Credit upon Application therefor, shall be subject to
the further conditions precedent that on the date of such Extension of Credit,
Conversion or issuance, as the case may be:

        (a) The Administrative Agent shall have received a Notice of Borrowing
or Application, as the case may be, signed by duly authorized officer of the
Borrower, dated such date, stating that:

                (i) The representations and warranties of the Borrower contained
in Section 5.01 of this Agreement are true and correct on and as of the date of
such Extension of Credit, Conversion, or issuance of the Letter of Credit, as
applicable, as though made, Converted or issued, as applicable, on and as of
such date, both before and after giving effect to such Extension of Credit,
Conversion, or issuance of the Letter of Credit, as applicable, and to the
application of the proceeds thereof;

                (ii) Since March 31, 2004, there has been no Material Adverse
Change; and

                (iii) No event has occurred and is continuing, or would result
from the Extension of Credit, Conversion, or issuance of the Letter of Credit,
as applicable, or the application of the proceeds thereof, as the case may be,
which constitutes a Default or an Event of Default.

        (b) The Administrative Agent shall have received such other approvals,
opinions or documents as the Administrative Agent may reasonably request.

         Unless the Borrower shall have previously advised the Administrative
Agent in writing that one or more of the statements contained in clauses (a)(i)
through (a)(iii) above are not true and correct, the Borrower shall be deemed to
have represented and warranted that, on the date of any Extension of Credit,
Conversion, or issuance of the Letter of Credit, as applicable, the above
statements are true.

        SECTION 4.03      Reliance on Certificates. Each of the Lenders, the
Issuing Lender and the Administrative Agent shall be entitled to rely
conclusively upon the certificates delivered from time to time by officers of
the Borrower as to the names, incumbency, authority and signatures of the
respective Persons named therein until such time as the Administrative Agent may

                                      -40-

receive a replacement certificate, in form acceptable to the Administrative
Agent, from an officer of the Borrower identified to the Administrative Agent as
having authority to deliver such certificate, setting forth the names and true
signatures of the officers and other representatives of the Borrower thereafter
authorized to act on its behalf.

                               [End of Article IV]

                                      -41-

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

        SECTION 5.01      Representations and Warranties of the Borrower. The
Borrower hereby represents and warrants as follows:

        (a) Each of the Borrower and its Subsidiaries is an entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization, as applicable and is duly
qualified to do business in, and is in good standing in, all other jurisdictions
where the nature of its business or the nature of property owned or used by it
makes such qualification necessary, except where such failure would not result
in a Material Adverse Change. Each of the Borrower and its Subsidiaries has all
requisite corporate (or other applicable) powers and authority to own or lease
and operate its properties and to carry on its business as now conducted and as
proposed to be conducted.

        (b) The execution, delivery and performance by the Borrower of this
Agreement and each Loan Document to which it is a party are within the
Borrower's corporate (or other applicable) powers, have been duly authorized by
all necessary corporate (or other applicable) action, do not contravene (i) the
Borrower's certificate of incorporation, (ii) any law, rule or regulation
applicable to the Borrower or (iii) any contractual or legal restriction binding
on or affecting the Borrower, and will not result in or require the imposition
of any lien or encumbrance on, or security interest in, any property (including,
without limitation, accounts or contract rights) of the Borrower, except as
provided in this Agreement and any other the Loan Document.

        (c) No Governmental Action is required for the execution or delivery by
the Borrower of this Agreement or any other Loan Document to which it is a party
or for the performance by the Borrower of its obligations under this Agreement
or any other Loan Document other than those which have previously been duly
obtained, are in full force and effect, are not subject to any pending or, to
the knowledge of the Borrower, threatened appeal or other proceeding seeking
reconsideration and as to which all applicable periods of time for review,
rehearing or appeal with respect thereto have expired.

        (d) This Agreement and each Loan Document to which the Borrower is a
party is a legal, valid and binding obligation of the Borrower party thereto,
enforceable against the Borrower in accordance with its terms subject to the
effect of bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium and other similar laws of general application affecting rights and
remedies of creditors generally.

        (e) Except as disclosed in the Disclosure Documents, there is no pending
or, to the Borrower's knowledge, threatened action or proceeding (including,
without limitation, any proceeding relating to or arising out of Environmental
Laws) affecting the Borrower or any of its Subsidiaries before any court,
governmental agency or arbitrator that has a reasonable possibility of resulting
in a Material Adverse Change.

                                      -42-

        (f) The audited consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries, as at December 31, 2003, and the related consolidated
statements of income, retained earnings and cash flows of the Borrower and its
Consolidated Subsidiaries for the fiscal year then ended, and the unaudited
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
at March 31, 2004, and the related consolidated statements of income, retained
earnings and cash flows of the Borrower and its Consolidated Subsidiaries for
the six (6) months then ended, copies of which have been furnished to the
Administrative Agent and each Lender, fairly present in all material respects
the financial condition of the Borrower and its Consolidated Subsidiaries as at
such dates and the results of the operations of the Borrower and its
Consolidated Subsidiaries for the periods ended on such dates, all in accordance
with GAAP consistently applied, subject, solely in the case of unaudited
consolidated balance sheets, to normal year end adjustments. Since
March 31, 2004, there has been no Material Adverse Change, or material adverse
change in the facts and information regarding such entities as represented to
the Closing Date.

        (g) The issuance of, and the existence of, the Letters of Credit, the
Extensions of Credit and the use of the proceeds thereof will comply with all
provisions of applicable law and regulation in all material respects.

        (h) Neither the Borrower nor any Subsidiary of the Borrower is an
"investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

        (i) The Borrower is a "holding company" exempt from registration under
Section 5 of the Public Utility Holding Company Act of 1935, as amended,
pursuant to Section 3(a)(2) of such Act.

        (j) Neither the Borrower nor its Subsidiaries is engaged in the business
of extending credit for the purpose of buying or carrying margin stock (within
the meaning of Regulation U issued by the Board of Governors of the Federal
Reserve System), and no proceeds of any drawing on the Letters of Credit or the
Extensions of Credit will be used to buy or carry any margin stock or to extend
credit to others for the purpose of buying or carrying any margin stock.

        (k) No ERISA Event has occurred or is reasonably expected to occur with
respect to any Plan which reasonably could be expected to result in a Material
Adverse Change. Since the actuarial valuation date specified in the most recent
Schedule B (Actuarial Information) to the annual report of Plans maintained by
the Borrower (Form 5500 Series), if any, (i) there has been no Material Adverse
Change in the funding status of the Plans referred to therein and (ii) no
"prohibited transaction" has occurred with respect thereto. Neither the Borrower
nor any of its respective ERISA Affiliates has incurred nor reasonably expects
to incur any material withdrawal liability under ERISA to any Multiemployer
Plan.

        (l) Except as set forth in the Disclosure Documents, the Borrower and
its Subsidiaries are in compliance in all material respects with all applicable
Federal, state and local statutes, rules, regulations, orders and other
provisions of law relating to Hazardous Materials, air emissions, water
discharge, noise emission and liquid disposal, and other environmental, health

                                      -43-

and safety matters, other than those the non-compliance with which would not
result in a Material Adverse Change (taking into consideration all fines,
penalties and sanctions that may be imposed because of such non-compliance) or
on the ability of the Borrower to perform its obligations under this Agreement
or any other Loan Document to which the Borrower is a party. Except as set forth
in the Disclosure Documents, neither the Borrower nor any of its respective
Subsidiaries has received from any Governmental Authority any notice of any
material violation of any such statute, rule, regulation, order or provision.

        (m) The Borrower and its Subsidiaries have filed all tax returns
(Federal, state and local) required to be filed and paid all taxes shown thereon
to be due, including interest and penalties, except to the extent that the
Borrower or any such Subsidiary is diligently contesting any such taxes in good
faith and by appropriate proceedings, and for which adequate reserves for
payment thereof have been established.

        (n) No event has occurred or is continuing which constitutes a Default
or an Event of Default, or which constitutes, or which with the passage of time
or giving of notice or both would constitute, a default or event of default by
the Borrower or Subsidiary thereof under any material agreement or contract,
judgment, decree or order by which the Borrower or any of its respective
properties may be bound or which would require the Borrower or Subsidiary
thereof to make any payment thereunder prior to the scheduled maturity date
therefore, where such default could reasonably be expected to result in a
Material Adverse Change.

        (o) As of the Closing Date, the Borrower and each of its Subsidiaries
will be Solvent.

        (p) The capitalization of the Borrower and each Significant Subsidiary
of the Borrower consists of the Capital Stock, authorized, issued and
outstanding, of such classes and series, with or without par value, described on
Schedule II hereto. All such outstanding Capital Stock has been duly authorized
and validly issued and are fully paid and nonassessable. Except as set forth in
the Disclosure Documents, there are no outstanding warrants, subscriptions,
options, securities, instruments or other rights of any type or nature
whatsoever, which are convertible into, exchangeable for or otherwise provide
for or permit the issuance of, Capital Stock of the Borrower or any Subsidiary
of the Borrower or are otherwise exercisable by any Person.

        (q) The Borrower and each Subsidiary of the Borrower has good and
marketable title to all assets and other property purported to be owned by it.

        (r) None of the properties or assets of the Borrower is subject to any
Lien, except Permitted Liens.

        (s) All written information, reports and other papers and data produced
by or on behalf of the Borrower and furnished to the Administrative Agent and
the Lenders were, at the time the same were so furnished, complete and correct
in all material respects. No document furnished or written statement made to the
Administrative Agent or the Lenders by the Borrower in connection with the
negotiation, preparation or execution of this Agreement or any other Loan
Documents contains or will contain any untrue statement of a fact material to

                                      -44-

the creditworthiness of the Borrower or its Subsidiaries or omits or will omit
to state a fact necessary in order to make the statements contained therein not
misleading.

                               [End of Article V]

                                      -45-

                                   ARTICLE VI
                            COVENANTS OF THE COMPANY

        SECTION 6.01      Affirmative Covenants. Until the Obligations have been
finally and indefeasibly paid and satisfied in full and the Commitments
terminated, the Borrower will, and will cause each of its Subsidiaries, unless
the Required Lenders shall otherwise consent in writing, to:

        (a) Preservation of Existence, Etc. Preserve and maintain, and cause
each of its Subsidiaries to preserve and maintain, its corporate or company, as
applicable, existence, material rights (statutory and otherwise) and franchises,
and take such other action as may be necessary or advisable to preserve and
maintain its right to conduct its business in the states where it shall be
conducting its business, except where failure to do so does not result in, or
could not reasonably be expected to have, a Material Adverse Change.

        (b) Maintenance of Properties, Etc. Maintain, and cause each of its
Subsidiaries to maintain, good and marketable title to all of its properties
which are used or useful in the conduct of its business, and preserve, maintain,
develop and operate, and cause each of its Subsidiaries to preserve, maintain,
develop and operate, in substantial conformity with all laws and material
contractual obligations, all such properties in good working order and
condition, ordinary wear and tear excepted, except where such failure would not
result in a Material Adverse Change.

        (c) Ownership. Cause the Borrower to own, at all times, 100% of the
Capital Stock having voting rights of South Jersey Gas Company.

        (d) Compliance with Material Contractual Obligations, Laws, Etc. Comply,
and cause each of its Subsidiaries to comply, with the requirements of all
material contractual obligations and all applicable laws, rules, regulations and
orders, the failure to comply with which could reasonably be expected to result
in a Material Adverse Change, such compliance to include, without limitation,
paying before the same become delinquent all taxes, assessments and governmental
charges imposed upon it or upon its property except to the extent diligently
contested in good faith and by appropriate proceedings and for which adequate
reserves for the payment thereof have been established, and complying with the
requirements of all applicable Federal, state and local statutes, rules,
regulations, orders and other provisions of law relating to Hazardous Materials,
air emissions, water discharge, noise emission and liquid disposal, and other
environmental, health and safety matters.

        (e) Insurance. Maintain, and cause each of its Subsidiaries to maintain,
insurance with financially sound and reputable insurance companies or
associations in such amounts and covering such risks as are usually carried by
companies engaged in the same or similar businesses and similarly situated.

        (f) Visitation Rights; Keeping of Books. At any reasonable time and from
time to time, upon reasonable advance notice, permit the Administrative Agent or
any of the Lenders or any agents or representatives thereof, to examine and make

                                      -46-

copies of and abstracts from the records and books of account of, and visit the
properties of, the Borrower and any of its Subsidiaries, and to discuss the
affairs, finances and accounts of the Borrower and any of its Subsidiaries with
any of their respective officers or directors and with their respective
independent certified public accountants and keep proper books of record and
account, in which full and correct entries shall be made of all financial
transactions and the assets and liabilities of the Borrower in accordance with
GAAP, consistent with the procedures applied in the preparation of the financial
statements referred to in Section 5.01(f) hereof.

        (g) Transactions with Affiliates. Conduct, and cause each of its
Subsidiaries to conduct, all transactions otherwise permitted under this
Agreement with any of its Affiliates on terms that are fair and reasonable and
no less favorable to the Borrower or such Subsidiary than it would obtain in a
comparable arm's-length transaction with a Person not an Affiliate.

        (h) Use of Proceeds. Use the proceeds of (i) the initial Extension of
Credit for the repayment in full of all existing credit facilities of the
Borrower, including, without limitation, the Existing Wachovia Credit Facility,
and (ii) all other Extensions of Credit solely for general corporate purposes,
including, without limitation, the issuance of letters of credit, and working
capital needs of the Borrower.

        (i) Loan Documents. Perform and comply in all material respects with
each of the provisions of each Loan Document to which it is a party.

        (j) Risk Management. Perform and comply in all material respects, and
require its Subsidiaries to perform and comply in all material respects, with
any risk management policies developed by the Borrower, including such policies,
if applicable, related to (i) the retail and wholesale inventory distribution
and trading procedures and (ii) dollar and volume limits.

        (k) OFAC Compliance. Comply with any obligations that it may have under
the laws of the United States of America, including without limitation, the USA
Patriot Act, all laws and executive orders administered by the Office of Foreign
Asset Control, Department of the Treasury ("OFAC") and all regulations
promulgated and executive orders having the force of law issued pursuant
thereto, as amended or supplemented from time to time (collectively, "AML and
Anti-Terrorist Acts"). In the event that the Borrower becomes aware that it is
not in compliance with any applicable AML and Anti-Terrorist Acts, the Borrower
shall notify the Administrative Agent and diligently take all actions required
thereunder to become compliant. The Borrower represents and warrants to the
Administrative Agent that the Borrower is not listed on the specially Designated
Nationals and Blocked Persons List maintained by OFAC pursuant to Executive
Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001), and/or any other list
maintained pursuant to any of the rules and regulations of OFAC or pursuant to
any other applicable Executive Orders or otherwise subject to sanction under an
OFAC implemented regulation.

        (l) Further Assurances. At the expense of the Borrower, promptly execute
and deliver, or cause to be promptly executed and delivered, all further
instruments and documents, and take and cause to be taken all further actions,
that may be reasonably necessary or that the Required Lenders through the

                                      -47-

Administrative Agent may reasonably request, to enable the Lenders and the
Administrative Agent to enforce the terms and provisions of this Agreement and
the Loan Documents and to exercise their rights and remedies hereunder. In
addition, the Borrower will use all reasonable efforts to duly obtain
Governmental Actions required from time to time on or prior to such date as the
same may become legally required, and thereafter to maintain all such
Governmental Actions in full force and effect, except where such failure would
not result in a Material Adverse Change.

        SECTION 6.02      Negative Covenants. Until all of the Obligations have
been finally and indefeasibly paid and satisfied in full and the Commitments
terminated, the Borrower will not, and will not cause or permit any of its
Subsidiaries, without the written consent of the Required Lenders, to:

        (a) Liens, Etc. Except as permitted in Section 6.02(c), create, incur,
assume, or suffer to exist, or permit any of its Subsidiaries to create, incur,
assume, or suffer to exist, any Lien other than Permitted Liens.

        (b) Indebtedness. Create or suffer, or permit any Subsidiary to create
or suffer, to exist any Indebtedness except for Permitted Indebtedness.

        (c) Obligation to Ratably Secure. Except as permitted by Section
6.02(a), create or suffer to exist, or permit any of its Subsidiaries to create
or suffer to exist, any Lien other than a Permitted Lien, in each case to secure
or provide for the payment of Indebtedness, unless, on or prior to the date
thereof, the Borrower shall have (i) pursuant to documentation reasonably
satisfactory to the Administrative Agent and Required Lenders, equally and
ratably secured the Obligations of the Borrower under this Agreement by a Lien
acceptable to the Administrative Agent and Required Lenders, and (ii) caused the
creditor or creditors, as the case may be, in respect of such Indebtedness to
have entered into an intercreditor agreement in form, scope and substance
reasonably satisfactory to the Administrative Agent and the Required Lenders.

        (d) Mergers, Etc. Merge or consolidate with or into any Person, or
permit any of its Subsidiaries to do so, except that (i) any Subsidiary of the
Borrower may merge or consolidate with or into, any other Subsidiary of the
Borrower and (ii) any Subsidiary of the Borrower may merge or consolidate with
and into the Borrower; provided, that the Borrower is the surviving corporation;
provided, further, that in each case, immediately after giving effect to such
proposed transaction, no Event of Default or Default would exist.

        (e) Sale of Assets, Etc. Sell, transfer, lease, assign or otherwise
convey or dispose, or permit any Subsidiary to sell, transfer, lease, assign or
otherwise convey or dispose, of assets (whether now owned or hereafter
acquired), in any single transaction or series of transactions, whether or not
related having an aggregate book value in excess of 10% of the Consolidated
assets of the Borrower and its Consolidated Subsidiaries, except for
dispositions of capital assets in the ordinary course of business as presently
conducted.

        (f) Restricted Investments. Other than in the ordinary course of
business (i) make or permit to exist any loans or advances to, or any other
investment in, any Person except for investments in Permitted Investments, or
(ii) acquire any assets or property of any other Person.

                                      -48-

        (g) New Business. Permit the Borrower or any of its Subsidiaries to
enter into any business which is not substantially similar to that existing on
the Closing Date.

        (h) Distributions. Pay any dividends on or make any other distributions
in respect of any Capital Stock or redeem or otherwise acquire any such Capital
Stock without in each instance obtaining the prior written consent of the
Required Lenders; provided, that (i) any Subsidiary of the Borrower may pay
regularly scheduled dividends or make other distributions to the Borrower; (ii)
if no Default or Event of Default exists or would result therefrom, the Borrower
may pay distributions or dividends in either cash or Capital Stock or may redeem
or otherwise acquire Capital Stock.

        (i) Lease Obligations. Permit the aggregate obligations of the Borrower
and its Subsidiaries that are due and payable during any fiscal year under
leases or agreements to lease (other than obligations under Capital Leases) to
exceed $5,000,000.

        (j) Compliance with ERISA. (i) Permit to exist any "accumulated funding
deficiency" (as defined in Section 412(a) of the Code), unless such deficiency
exists with respect to a Multiple Employer Plan or Multiemployer Plan and the
Borrower has no control over the reduction or elimination of such deficiency,
(ii) terminate, or permit any ERISA Affiliate to terminate, any Plan of the
Borrower or such ERISA Affiliate so as to result in any material liability of
the Borrower or ERISA Affiliate to the PBGC, or (iii) permit to exist any
occurrence of any reportable event (within the meaning of Section 4043 of
ERISA), or any other event or condition, which presents a material risk of a
termination by the PBGC of any Plan of the Borrower or such ERISA Affiliate and
such a material liability of the Borrower or ERISA Affiliate to the PBGC.

        (k) Constituent Documents, Etc. Change in any material respect the
nature of its certificate of incorporation, by-laws, or other similar documents,
or accounting policies or accounting practices (except as required or permitted
by the Financial Accounting Standards Board or GAAP).

        (l) Fiscal Year. Change its Fiscal Year.

        SECTION 6.03      Reporting Requirements. So long as any Lender shall
have any Commitment hereunder or the Borrower shall have any obligation to pay
any amount to the Administrative Agent or any Lender hereunder, the Borrower
will, unless the Required Lenders shall otherwise consent in writing, provide to
the Administrative Agent:

        (a) as soon as available and in any event within forty-five (45) days
after the end of each of the first three quarters of each fiscal year of the
Borrower, a consolidated and consolidating balance sheet of the Borrower and its
Consolidated Subsidiaries as at the end of such quarter and consolidated and
consolidating statements of income, retained earnings and cash flows of the
Borrower and its Consolidated Subsidiaries for the period commencing at the end
of the previous fiscal year and ending with the end of such quarter, all in
reasonable detail and duly certified by the chief financial officer or the
treasurer of the Borrower as fairly presenting in all material respects the
financial condition of the Borrower and its Consolidated Subsidiaries as at such
date and the results of operations of the Borrower and its Consolidated

                                      -49-

Subsidiaries for the periods ended on such date, except for normal year end
adjustments, all in accordance with GAAP consistently applied (for purposes
hereof delivery of the Borrower's appropriately completed Form 10-Q will be
sufficient in lieu of delivery of such consolidated balance sheet and
consolidated statements of income, retained earnings and cash flows), together
with a Compliance Certificate, in the form of Exhibit I, of the chief financial
officer or the treasurer of the Borrower (A) demonstrating and certifying
compliance by the Borrower with the covenants set forth in Sections 6.04(a) and
(b) and (B) stating that no Event of Default or Default has occurred and is
continuing or, if an Event of Default or Default has occurred and is continuing,
a statement as to the nature thereof and the action which the Borrower has taken
and proposes to take with respect thereto;

        (b) as soon as available and in any event within ninety (90) days after
the end of each Fiscal Year of the Borrower, a copy of the annual report for
such year for the Borrower and its Consolidated Subsidiaries, containing
consolidated and consolidating financial statements for such year certified by,
and accompanied by an unqualified opinion of, independent public accountants
reasonably acceptable to the Administrative Agent (for purposes hereof, delivery
of the Borrower's appropriately completed Form 10-K will be sufficient in lieu
of delivery of such financial statements), together with a Compliance
Certificate, in the form of Exhibit I, of the chief financial officer or the
treasurer of the Borrower (A) demonstrating and certifying compliance by the
Borrower with the covenants set forth in Sections 6.04(a) and (b) and (B)
stating that no Event of Default or Default has occurred and is continuing or,
if an Event of Default or Default has occurred and is continuing, a statement as
to the nature thereof and the action which the Borrower has taken and proposes
to take with respect thereto;

        (c) as soon as possible and in any event within five (5) days after the
occurrence of each Event of Default and each Default known to the Borrower, a
statement of the chief financial officer of the Borrower setting forth details
of such Event of Default or Default and the action which the Borrower has taken
and proposes to take with respect thereto;

        (d) as soon as possible and in any event within five (5) days after
receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC
copies of each notice received by the Borrower or such ERISA Affiliate of the
PBGC's intention to terminate any Plan of the Borrower or such ERISA Affiliate
or to have a trustee appointed to administer any such Plan;

        (e) as soon as possible and in any event within five (5) days after
receipt thereof by the Borrower or any ERISA Affiliate from a Multiemployer Plan
sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate
concerning the imposition of withdrawal liability in the amount of at least
$1,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or
such ERISA Affiliate is reasonably expected to be liable;

        (f) as soon as possible and in any event within five (5) days after the
Borrower becomes aware of the occurrence thereof, notice of all actions, suits,
proceedings or other events (A) of the type described in Section 5.01(e) or (B)
for which the Administrative Agent or the Lenders will be entitled to indemnity
under Section 9.05;

                                      -50-

        (g) as soon as possible and in any event within five (5) days after the
sending or filing thereof, copies of all material reports that the Borrower
sends to any of its security holders, and copies of all reports and registration
statements which the Borrower or any of its Subsidiaries files with the
Securities and Exchange Commission or any national securities exchange;

        (h) as soon as possible and in any event within five (5) days after
requested, such other information respecting the business, properties, assets,
liabilities (actual or contingent), results of operations, prospects, condition
or operations, financial or otherwise, of the Borrower or any Subsidiary thereof
as any Lender through the Administrative Agent may from time to time reasonably
request; and

        (i) as soon as possible and in any event within fifteen (15) days after
the occurrence of each ERISA Event, a statement of the chief financial officer
of the Borrower setting forth details of such ERISA Event and the action which
the Borrower has taken and proposes to take with respect thereto.

        SECTION 6.04      Financial Covenants. So long as any Lender shall have
any Commitment hereunder or the Borrower shall have any obligation to pay any
amount to the Administrative Agent or any Lender hereunder, the Borrower will,
unless the Required Lenders shall otherwise consent in writing:

        (a) Consolidated Indebtedness to Consolidated Total Capitalization.
Maintain at the end of each fiscal quarter a ratio of Indebtedness to
Consolidated Total Capitalization of the Borrower and its Consolidated
Subsidiaries of not more than 0.65 to 1.0.

        (b) Consolidated EBIT to Consolidated Interest Expense. Maintain at the
end of each fiscal quarter, for the four consecutive fiscal quarters then
ending, a ratio of Consolidated EBIT to Consolidated Interest Expense of the
Borrower and its Consolidated Subsidiaries of not less than 2.0 to 1.0.


                               [End of Article VI]

                                      -51-

                                  ARTICLE VII
                                EVENTS OF DEFAULT

        SECTION 7.01      Events of Default. Each of the following events should
they occur and be continuing shall constitute an "Event of Default":

        (a) The Borrower shall fail to pay (i) any amount of principal when the
same becomes due and payable or (ii) any interest, fees or any other amount
payable hereunder within five (5) Business Days of when the same becomes due and
payable; or

        (b) Any representation or warranty made by or on behalf of the Borrower
in any Agreement or Loan Document or by or on behalf of the Borrower (or any of
its officers) in connection with any Agreement or Loan Document shall prove to
have been incorrect in any material respect when made or deemed made; or

        (c) (i) The Borrower shall fail to perform or observe any term, covenant
or agreement contained in Section 6.01(a), (c), (e), (g), (h), (i) or (j),
Section 6.02(a), (b), (c), (d), (e), (f), (g) or (h), Section 6.03 or Section
6.04, or (ii) the Borrower shall fail to perform or observe any other term,
covenant or agreement contained in this Agreement (other than obligations
specifically set forth elsewhere in this Section 7.01) on its part to be
performed or observed if the failure to perform or observe such other term,
covenant or agreement, shall remain unremedied for thirty (30) days after
written notice thereof shall have been given to the Borrower by the
Administrative Agent or any Lender; or

        (d) The Borrower or any Significant Subsidiary thereof shall fail to pay
any principal of or premium or interest on any Indebtedness (other than
Indebtedness incurred under this Agreement) thereof in the aggregate (for all
such Persons) in excess of $5,000,000, when the same becomes due and payable
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace period,
if any, specified in the agreement or instrument relating to such Indebtedness;
or any other event shall occur or condition shall exist under any agreement or
instrument relating to any such Indebtedness and shall continue after the
applicable grace period, if any, specified in such agreement or instrument, if
the effect of such event or condition is to accelerate, or to permit the
acceleration of, the maturity of such Indebtedness; or any such Indebtedness
shall be declared to be due and payable, or required to be prepaid (other than
by a regularly scheduled required prepayment), prior to the stated maturity
thereof; or

        (e) The Borrower or any Significant Subsidiary thereof shall generally
not pay its debts as such debts become due, or shall admit in writing its
inability to pay its debts generally, or shall make a general assignment for the
benefit of creditors, or any proceeding shall be instituted by or against the
Borrower or a Significant Subsidiary thereof seeking to adjudicate it a bankrupt
or insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or

                                      -52-

seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part
of its property and, in the case of any such proceeding instituted against it
(but not instituted by it), such proceeding shall remain undismissed or unstayed
for a period of forty-five (45) days, any of the actions sought in such
proceeding (including, without limitation, the entry of an order for relief
against, or the appointment of a receiver, trustee, custodian or other similar
official for, it or for any substantial part of its property) shall occur or the
Borrower or a Significant Subsidiary thereof shall consent to or acquiesce in
any such proceeding; or the Borrower or a Significant Subsidiary thereof shall
take any corporate action to authorize any of the actions set forth above in
this subsection (e); or

        (f) Any judgment or order for the payment of money in excess of
$5,000,000 (in the aggregate) shall be rendered against the Borrower or any
Significant Subsidiary thereof and either (i) enforcement proceedings shall have
been commenced by any creditor upon such judgment or order or (ii) there shall
be any period of ten (10) consecutive days during which a stay of enforcement of
such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or

        (g) The obligations of the Borrower under this Agreement or any other
Loan Document shall become unenforceable, or the Borrower, or any court or
governmental or regulatory body having jurisdiction over the Borrower, shall so
assert in writing or the Borrower or any of its Affiliates shall contest in any
manner the validity or enforceability thereof; or

        (h) Any ERISA Event shall have occurred with respect to a Plan and,
thirty (30) days after notice thereof shall have been given to the Borrower by
the Administrative Agent or any Lender, (i) such ERISA Event shall still exist
and (ii) such ERISA Event is reasonably likely to result in a liability or lien
in excess of $5,000,000 against the Borrower or any ERISA Affiliate, or

        (i) The Borrower or any Affiliate thereof as employer under a
Multiemployer Plan shall have made a complete or partial withdrawal from such
Multiemployer Plan and the plan sponsor of such Multiemployer Plan shall have
notified such withdrawing employer that such employer has incurred a withdrawal
liability in an annual amount exceeding $5,000,000; or

        (j) Any Governmental Approval shall be rescinded, revoked, otherwise
terminated, or amended or modified in any manner which is materially adverse to
the interests of the Lenders and the Administrative Agent; or

        (k) An "Event of Default" or "Default," as defined in that certain
Three-Year Revolving Credit Agreement among South Jersey Gas Company, as
Borrower, Wachovia, as administrative agent, and certain lenders party thereto,
shall occur; or

        (l) A Change in Control shall occur.

                                      -53-

        SECTION 7.02      Upon an Event of Default. Upon the occurrence of an
Event of Default, with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to the Borrower:

        (a) Acceleration; Termination of Credit Facility. Declare the principal
of and interest on the Extensions of Credit, the Notes and the Obligations
(except for Hedging Obligations, which shall be governed by the terms and
conditions of the documents controlling such obligations) at the time
outstanding, and all other amounts owed to the Lenders and to the Administrative
Agent under this Agreement (including, without limitation, all L/C Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit shall
have presented the documents required thereunder), to be forthwith due and
payable, whereupon the same shall immediately become due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived, anything in this Agreement to the contrary notwithstanding,
and terminate the Commitment and any right of the Borrower to request Extensions
of Credit or Letters of Credit thereunder; provided, that upon the occurrence of
an Event of Default specified in Section 7.01(e), the Commitments shall be
automatically terminated and all Obligations (except for Hedging Obligations,
which shall be governed by the terms and conditions of the documents controlling
such obligations) shall automatically become due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived, anything in this Agreement or in any other Loan Document to
the contrary notwithstanding.

        (b) Letters of Credit. With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of an
acceleration pursuant to Section 7.02(a), require the Borrower at such time to
deposit in a cash collateral account with the Administrative Agent an amount
equal to the aggregate then undrawn and unexpired amount of such Letters of
Credit. Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay the
other Obligations. After all such Letters of Credit shall have expired or been
fully drawn upon, the Reimbursement Obligation shall have been satisfied and all
other Obligations shall have been paid in full, the balance, if any, in such
cash collateral account shall be returned to the Borrower.

        SECTION 7.03      Rights and Remedies Cumulative; Non-Waiver; Etc. The
enumeration of the rights and remedies of the Administrative Agent and the
Lenders set forth in this Agreement is not intended to be exhaustive, and the
exercise by the Administrative Agent and the Lenders of any right or remedy
shall not preclude the exercise of any other rights or remedies, all of which
shall be cumulative, and shall be in addition to any other right or remedy given
hereunder or that may now or hereafter exist in law or in equity or by suit or
otherwise. No delay or failure to take action on the part of the Administrative
Agent or any Lender in exercising any right, power or privilege shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right,
power or privilege preclude other or further exercise thereof or the exercise of
any other right, power or privilege or shall be construed to be a waiver of any
Event of Default. No course of dealing between the Borrower, the Administrative
Agent and the Lenders or their respective agents or employees shall be effective

                                      -54-

to change, modify or discharge any provision of this Agreement or any of the
other Loan Documents or to constitute a waiver of any Event of Default.

                              [End of Article VII]

                                      -55-

                                  ARTICLE VIII
                            THE ADMINISTRATIVE AGENT

        SECTION 8.01      Appointment. Each Lender hereby irrevocably designates
and appoints Wachovia as the Administrative Agent of such Lender and the Issuing
Lender under this Agreement and the other Loan Documents, and each such Lender
and the Issuing Lender irrevocably authorizes Wachovia, as the Administrative
Agent for such Lender and the Issuing Lender, to take such action on its behalf
under the provisions of this Agreement and the other Loan Documents and to
exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein and in the Loan Documents, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.

        SECTION 8.02      Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement, any Letter of Credit and the
other Loan Documents by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.

        SECTION 8.03      Exculpatory Provisions. Neither the Administrative
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except in the case of gross negligence or willful
misconduct as determined by a court of competent jurisdiction) or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower or any officer thereof
contained in this Agreement or any other Loan Document or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or the Letters of Credit or any
other Loan Document or for any failure of the Borrower to perform its
obligations hereunder or thereunder. The Administrative Agent shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of the Borrower.

        SECTION 8.04      Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or

                                      -56-

other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including, without limitation, counsel to the
Borrower), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the payee of
any evidence of indebtedness in respect of any Extension of Credit, or other
indebtedness hereunder as the owner thereof for all purposes unless a written
notice of assignment, negotiation or transfer thereof shall have been filed with
the Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement, any Letter of
Credit or any Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders (unless all of the Lenders' action is
required hereunder) as it deems appropriate or it shall first be indemnified to
its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.
The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the Loan Documents in
accordance with a request of the Required Lenders (unless all of the Lenders'
action is required hereunder), and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the Lenders.

        SECTION 8.05      Notice of Default. The Administrative Agent shall not
be deemed to have knowledge or notice of the occurrence of any Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Borrower referring to this Agreement, describing such Event of Default and
stating that such notice is a "notice of default". In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
notice thereof to the Lenders. The Administrative Agent shall take such action
with respect to such Event of Default as shall be reasonably directed by the
Required Lenders; provided, that unless and until the Administrative Agent shall
have received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Event of Default as it shall deem advisable in the best interests of the
Issuing Lender and the Lenders.

        SECTION 8.06      Non-Reliance on Administrative Agent and Other
Lenders. Each Lender expressly acknowledges that neither the Administrative
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or affiliates has made any representations or warranties to it and that no act
by the Administrative Agent hereinafter taken, including any review of the
affairs of the Borrower, shall be deemed to constitute any representation or
warranty by the Administrative Agent to any Lender. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
the Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and made its own decision to
enter into this Agreement. Each Lender also represents that it will,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under this Agreement and the Loan Documents and
to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrower. Except for notices, reports and other

                                      -57-

documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Borrower which may come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

        SECTION 8.07     Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to the respective amounts of their Commitments, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the termination of the Letters of Credit or Commitment) be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of this Agreement, the Letters of Credit, any of the other Loan
Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by the Administrative Agent under or in connection with any of the foregoing;
provided, that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct. The agreements in this Section shall survive
the termination of this Agreement, the Extensions of Credit, the Letters of
Credit and the payment of all amounts payable hereunder.

        SECTION 8.08      Administrative Agent in Its Individual Capacity. The
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with, the Borrower as though the
Administrative Agent was not the Administrative Agent hereunder. With respect to
its interest on the Extensions of Credit and any other amounts owed to it
hereunder, the Administrative Agent shall have the same rights and powers under
this Agreement as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.

        SECTION 8.09      Successor Administrative Agent. The Administrative
Agent may resign as Administrative Agent upon ten (10) days' notice to the
Lenders and the Borrower. If the Administrative Agent shall resign as
Administrative Agent under this Agreement, then the Required Lenders, with the
consent of the Borrower, shall appoint from among the Lenders a successor agent
for the Lenders, whereupon such successor agent shall succeed to the rights,
powers and duties of the Administrative Agent, and the term "Administrative
Agent" shall mean such successor agent effective upon its appointment, and the
former Administrative Agent's rights, powers and duties as Administrative Agent
shall be terminated, without any other or further act or deed on the part of
such former Administrative Agent or any of the parties to this Agreement. After
any retiring Administrative Agent's resignation as Administrative Agent, the
provisions of this Section shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under this
Agreement. In the event the Administrative Agent resigns pursuant to this
Section 8.09 the Administrative Agent shall also resign in its capacity as
Issuing Lender and Swingline Lender.

                                      -58-

        SECTION 8.10      Issuing Lender. Each Lender hereby acknowledges that
the provisions of this Article VIII shall apply to the Issuing Lender in its
capacity as such, in the same manner as such provisions are expressly stated to
apply to the Administrative Agent.

        SECTION 8.11      Notices; Actions Under Loan Documents. All notices
received by the Issuing Lender pursuant to this Agreement or any other Loan
Document shall be promptly delivered by the receiving party to the
Administrative Agent, for distribution to the Lenders, and any notices, reports
or other documents received by the Administrative Agent pursuant to this
Agreement shall be promptly delivered to the Issuing Lender and the Lenders. The
Issuing Lender hereby agrees not to amend or waive any provision or consent to
the amendment or waiver of any Loan Document without the consent of the Required
Lenders (or, to the extent required pursuant to Section 9.01, all of the
Lenders).

                              [End of Article VIII]

                                      -59-

                                   ARTICLE IX
                                  MISCELLANEOUS

        SECTION 9.01      Amendments, Etc. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Required Lenders and the Borrower, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, that no such waiver and no such amendment,
supplement or modification shall without the written consent of all the Lenders
(a) extend the Termination Date or the maturity of any Loan or unreimbursed
drawing, or reduce the rate or extend the time of payment of interest in respect
thereof, or reduce any fee payable to any Lender hereunder or extend the time
for the payment thereof or change the amount of any Lender's Commitment, in each
case without the written consent of all the Lenders, (b) amend, modify or waive
any provision of this Section 9.01 or Section 9.09(e) or reduce the percentage
specified in the definition of Required Lenders, or consent to the assignment or
transfer by the Borrower of any of its rights and obligations under this
Agreement, in each case without the written consent of all the Lenders, (c)
amend, modify or waive any provision of Article VIII without the written consent
of the Administrative Agent, (d) waive, modify or eliminate any of the
conditions precedent specified in Article IV, in each case without the written
consent of all the Lenders, (e) forgive principal, interest, fees or other
amounts payable hereunder, or (f) waive any requirement for the release of
collateral.

        SECTION 9.02      Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telegraphic communication)
and mailed, telecopied, telegraphed or delivered as follows:

         The Borrower:

                  South Jersey Industries, Inc.
                  1 South Jersey Plaza
                  Folsom, New Jersey 08037
                  Attention:  Stephen H. Clark
                  Telecopy No.:  (609) 561-8225

         With a copy to:

                  Cozen O'Connor
                  The Atrium
                  1900 Market Street
                  Philadelphia, Pennsylvania 19103
                  Attention:  Richard J. Busis, Esq.
                  Telecopy No.:  (215) 665-2013

                                      -60-

         The Administrative Agent or the Issuing Lender:

                  Wachovia Bank, National Association
                  301 South College Street
                  One Wachovia Center
                  Charlotte, North Carolina 28288-0760
                  Attention: Lawrence P. Sullivan
                  Telecopy No.: (704) 383-6647

         With a copy to:

                  Wachovia Bank, National Association
                  201 South College Street
                  Charlotte, North Carolina 28288-0680
                  Attention: Agency Services
                  Telecopy No.: (704) 383-0288

         With a copy to:

                  Parker, Poe, Adams & Bernstein L.L.P.
                  Three Wachovia Center
                  401 South Tryon Street
                  Suite 3000
                  Charlotte, North Carolina 28202
                  Attention:  Paul S. Donohue, Esq.
                  Telecopy No.: (704) 334-4706

and if to any Lender, at its address or telecopy number set forth on Schedule I
hereto; or, as to each party, at such other address as shall be designated by
such party in a written notice to the other parties. All such notices and
communications shall, when mailed, be effective three (3) days after being
deposited in the mails or when sent by telecopy or telex or delivered to the
telegraph company, respectively, addressed as aforesaid.

        SECTION 9.03      No Waiver; Remedies. No failure on the part of the
Administrative Agent, the Issuing Lender or any Lender to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

        SECTION 9.04      Set-off. (a) Upon the occurrence and during the
continuance of any Event of Default, the Administrative Agent and each Lender is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set-off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any time owing by the Administrative Agent or such Lender to or for the credit
or the account of the Borrower against any and all of the obligations of the
Borrower now or hereafter existing under this Agreement, irrespective of whether
or not the Administrative Agent or such Lender shall have made any demand

                                      -61-

hereunder and although such obligations may be contingent or unmatured.

        (b) If any Lender (a "Benefited Lender") shall at any time receive any
payment of all or part of the Extensions of Credit or other obligations of the
Borrower to it hereunder (such Lender's "Borrower Obligations"), or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 7.01(e), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Borrower Obligations, or interest thereon, such Benefited
Lender shall purchase for cash from the other Lenders such portion of each such
other Lender's Borrower Obligations, or shall provide such other Lenders with
the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such Benefited Lender to share the excess payment or benefits
of such collateral or proceeds ratably with each of the Lenders; provided, that
if all or any portion of such excess payment or benefits is thereafter recovered
from such Benefited Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without
interest. The Borrower agrees that each Lender so purchasing a portion of
another Lender's Borrower Obligations may exercise all rights of payment
(including, without limitation, rights of set-off) with respect to such portion
as fully as if such Lender were the direct holder of such portion.

        (c) The Administrative Agent and each Lender agree promptly to notify
the Borrower after any such set-off and application referred to in subsection
(a) above; provided, that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of the Administrative Agent
and each Lender under this Section 9.04 are in addition to other rights and
remedies (including, without limitation, other rights of set-off) which the
Administrative Agent and each Lender may have.

        SECTION 9.05      Indemnification. The Borrower hereby indemnifies and
holds the Issuing Lender, the Administrative Agent, the Swingline Lender and
each Lender harmless from and against any and all claims, damages, losses,
liabilities, costs and expenses which such party may incur or which may be
claimed against such party by any Person:

         (a)     by reason of any inaccuracy or alleged inaccuracy in any
         material respect, or any untrue statement or alleged untrue statement
         of any material fact, or by reason of the omission or alleged omission
         to state therein a material fact necessary to make such statements, in
         the light of the circumstances under which they were made, not
         misleading, in each case relating to any of the Loan Documents and the
         transactions contemplated thereby, the Disclosure Documents or in any
         manner, whether direct or indirect, related to this Agreement; or

         (b)     by reason of or in connection with the execution, delivery or
         performance of this Agreement or other Loan Documents, or any
         transaction contemplated by this Agreement or other Loan Documents,
         other than as specified in subsection (c) below; or

                                      -62-

        (c)     by reason of or in connection with the execution and delivery or
        transfer of, or payment or failure to make payment under this
        Agreement, the Letters of Credit or any other Loan Document; provided,
        that the Borrower shall not be required to indemnify any such party
        pursuant to this Section 9.05(c) for any claims, damages, losses,
        liabilities, costs or expenses to the extent caused by (i) the Issuing
        Lender's willful misconduct or gross negligence in determining whether
        documents presented under the Letters of Credit comply with terms of
        the Letters of Credit or (ii) the Issuing Lender's willful or grossly
        negligent failure to make lawful payment under the Letters of Credit
        after the presentation to it of a certificate strictly complying with
        the terms and conditions of the Letters of Credit.

Nothing in this Section 9.05 is intended to limit the Borrower's obligations
contained in Article II. Without prejudice to the survival of any other
obligation of the Borrower hereunder, the indemnities and obligations of the
Borrower contained in this Section 9.05 shall survive the payment in full of
amounts payable pursuant to Article II and Article III and the termination of
the Commitment.

        SECTION 9.06      Liability of the Lenders. The Borrower assumes all
risks of the acts or omissions of each beneficiary or transferee of the Letters
of Credit with respect to their use of the Letters of Credit. None of the
Issuing Lender, the Administrative Agent, the Lenders nor any of their
respective officers or directors shall be liable or responsible for: (a) the use
which may be made of the Letters of Credit or any acts or omissions of each
beneficiary or transferee in connection therewith; (b) the validity, sufficiency
or genuineness of documents, or of any endorsement thereon, even if such
documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; (c) payment by the Issuing Lender against presentation of
documents which do not comply with the terms of the Letters of Credit, including
failure of any documents to bear any reference or adequate reference to the
Letters of Credit; or (d) any other circumstances whatsoever in making or
failing to make payment under the Letters of Credit, except that the Borrower
shall have a claim against the Issuing Lender and the Issuing Lender shall be
liable to the Borrower, tothe extent of any direct, as opposed to consequential,
damages suffered by the Borrower which the Borrower proves were caused by (i)
the Issuing Lender's willful misconduct or gross negligence in determining
whether documents presented under the Letters of Credit are genuine or comply
with the terms of the Letters of Credit or (ii) the Issuing Lender's willful or
grossly negligent failure, as determined by a court of competent jurisdiction,
to make lawful payment under the Letters of Credit after the presentation to it
of a certificate strictly complying with the terms and conditions of the Letters
of Credit. In furtherance and not in limitation of the foregoing, the Issuing
Lender may accept original or facsimile (including telecopy) certificates
presented under the Letters of Credit that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary.

        SECTION 9.07      Costs, Expenses and Taxes. (a) The Borrower agrees to
pay on demand all costs and expenses in connection with the preparation,
issuance, delivery, filing, recording, and administration of this Agreement, the
Letters of Credit, the Extensions of Credit and any other documents which may be
delivered in connection with this Agreement, including, without limitation, the

                                      -63-

reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent and the Issuing Lender incurred in connection with the preparation and
negotiation of this Agreement, the Letters of Credit, the Extensions of Credit
and any document delivered in connection therewith and all costs and expenses
incurred by the Administrative Agent (and, in the case of clause (iii) or (iv)
below, any Lender) (including reasonable fees and out of pocket expenses of
counsel) in connection with (i) the transfer, drawing upon, change in terms,
maintenance, renewal or cancellation of this Agreement, the Extensions of Credit
and the Letters of Credit, (ii) any and all amounts which the Administrative
Agent or any Lender has paid relative to the Administrative Agent's or such
Lender's curing of any Event of Default resulting from the acts or omissions of
the Borrower under this Agreement or any other Loan Document, (iii) the
enforcement of, or protection of rights under, this Agreement or any other Loan
Document (whether through negotiations, legal proceedings or otherwise), (iv)
any action or proceeding relating to a court order, injunction, or other process
or decree restraining or seeking to restrain the Issuing Lender from paying any
amount under the Letters of Credit or (v) any waivers or consents or amendments
to or in respect of this Agreement, the Extensions of Credit or the Letters of
Credit requested by the Borrower. In addition, the Borrower shall pay any and
all stamp and other taxes and fees payable or determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement,
the Letters of Credit, the Extensions of Credit or any of such other documents,
and agree to save the Issuing Lender, the Administrative Agent and the Lenders
harmless from and against any and all liabilities with respect to or resulting
from any delay in paying or omission to pay such taxes and fees.

        (b) If any payment of principal of, or Conversion of, any LIBOR Rate
Loan is made other than on the last day of the Interest Period for such LIBOR
Rate Loan, as a result of a payment or Conversion pursuant to Section 7.02 or
for any other reason, the Borrower shall, upon demand by any Lender (with a copy
of such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Lender any amounts required to compensate such Lender for
any additional losses, costs or expenses which it may reasonably incur as a
result of such payment or Conversion, including, without limitation, any loss
(including loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such LIBOR Rate Loan.

        SECTION 9.08      Binding Effect. This Agreement shall become effective
when it shall have been executed and delivered by the Borrower and the Issuing
Lender, the Administrative Agent and the Lenders and thereafter shall (a) be
binding upon the Borrower, its successors and assigns, and (b) inure to the
benefit of and be enforceable by the Lenders and each of their respective
successors, assigns and permitted transferees; provided, that the Borrower may
not assign all or any part of its rights or obligations under this Agreement
without the prior written consent of the Lenders.

        SECTION 9.09      Assignments and Participation. (a) Each Lender may
assign to one or more Eligible Assignees all or a portion of its rights and
obligations under this Agreement and the Loan Documents (including, without
limitation, all or a portion of its Commitment and the Extensions of Credit
owing to it); provided, that (i) the Borrower (unless a Default or an Event of
Default shall have occurred and be continuing) shall have consented to such
assignment (such consent not to be unreasonably withheld or delayed) by signing
the Assignment and Acceptance referred to in clause (iii) below, (ii) each such

                                      -64-

assignment shall be in a minimum amount of $5,000,000 (or, if less, the entire
amount of such Lender's Commitment) and be of a constant, and not a varying,
percentage of all of the assigning Lender's rights and obligations under this
Agreement and the Loan Documents and (iii) the parties to each such assignment
shall execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register (as defined in Section 9.09(c)), an Assignment and
Acceptance, together with a processing and recordation fee of $3,500, payable by
the assigning Lender or the Eligible Assignee, as agreed upon by such parties.
Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, (x) the Eligible
Assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such Lender shall cease to be a party hereto). Notwithstanding anything to the
contrary contained in this Agreement, any Lender may at any time assign all or
any portion of the Extensions of Credit owing to it to any Affiliate of such
Lender. No such assignment referred to in the preceding sentence, other than to
an Affiliate of such Lender consented to by the Borrower (such consent not to be
unreasonably withheld or delayed), shall release the assigning Lender from its
obligations hereunder. Nothing contained in this Section 9.09 shall be construed
to relieve the Issuing Lender of any of its obligations under the Letters of
Credit.

        (b) By executing and delivering an Assignment and Acceptance, the Lender
assignor thereunder and the Eligible Assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or any other Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
Loan Document or any other instrument or document furnished pursuant hereto;
(ii) such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under this
Agreement or any other Loan Document or any other instrument or document
furnished pursuant hereto or thereto; (iii) such Eligible Assignee confirms that
it has received a copy of this Agreement, together with copies of the financial
statements referred to in Section 5.01(f) and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such Eligible
Assignee will, independently and without reliance upon the Administrative Agent,
such assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
Eligible Assignee appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
as are delegated to it by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vi) such Eligible Assignee agrees that it

                                      -65-

will perform in accordance with their terms all of the obligations which by the
terms of this Agreement are required to be performed by it as a Lender.

        (c) The Administrative Agent shall maintain at its address referred to
in Section 9.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitment of, and principal amount of the Extensions of
Credit owing to, each Lender from time to time (the "Register"). The entries in
the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Administrative Agent, the Issuing Lender and the
Lenders may treat each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice.

        (d) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Eligible Assignee, the Administrative Agent shall, if
such Assignment and Acceptance has been completed and is in substantially the
form of Exhibit H hereto, and has been signed by the Borrower (if the Borrower's
consent is required), (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt notice of
such recordation to the Borrower.

        (e) Each Lender may sell participations to one or more banks, financial
institutions or other entities (a "Participant") in all or a portion of its
rights and obligations under this Agreement and the Loan Documents (including,
without limitation, all or a portion of its Commitment and the Extensions of
Credit owing to it); provided, that (i) such Lender's obligations under this
Agreement (including, without limitation, its Commitment to the Borrower
hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
and (iii) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement pursuant to
which any Lender may grant such a participating interest shall provide that such
Lender shall retain the sole right and responsibility to enforce the obligations
of the Borrower hereunder including, without limitation, the right to approve
any amendment, modification or waiver of any provision of this Agreement;
provided, that such participation agreement may provide that such Lender will
not agree to any modification, amendment or waiver of this Agreement which would
(a) waive, modify or eliminate any of the conditions precedent specified in
Article IV, (b) increase or extend the Commitments of the Lenders or subject the
Lenders to any additional obligations, (c) forgive principal, interest, fees or
other amounts payable hereunder or reduce the rate at which interest or any fee
is calculated, (d) postpone any date fixed for any payment of principal,
interest, fees or other amounts payable hereunder, (e) change the Commitment
Percentage or the number of Lenders which shall be required for the Lenders or
any of them to take any action hereunder, or (f) amend this Section 9.09(e).

        (f) Any Lender may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 9.09 and in
accordance with Section 9.16, disclose to the Eligible Assignee or Participant
or proposed Eligible Assignee or Participant, any Information relating to the

                                      -66-

Borrower furnished to such Lender by or on behalf of the Borrower; provided,
that prior to any such disclosure, the Eligible Assignee or Participant or
proposed Eligible Assignee or Participant shall agree to preserve the
confidentiality of any confidential information relating to the Borrower
received by it from such Lender and use it only for purposes of this Agreement,
the Loan Documents and the transactions contemplated hereby and thereby, or for
any other reason, directly or indirectly, relating to this Agreement; provided,
further, that the Eligible Assignee or Participant or proposed Eligible Assignee
or Participant may disclose any such information to the extent such disclosure
is required by law or requested by any regulatory authority.

        (g) Anything in this Section 9.09 to the contrary notwithstanding, any
Lender may assign and pledge all or any portion of its Commitment and the
Extensions of Credit and other obligations owing to it to any Federal Reserve
Lender (and its transferees) as collateral security pursuant to Regulation A of
the Board of Governors of the Federal Reserve System and any Operating Circular
issued by such Federal Reserve Lender. No such assignment shall release the
assigning Lender from its obligations hereunder.

        (h) If any Lender shall make any demand for payment under Section 2.15,
then within thirty (30) days after any such demand, the Borrower may, with the
approval of the Administrative Agent (which approval shall not be unreasonably
withheld) and provided, that no Event of Default or Default shall then have
occurred and be continuing, demand that such Lender assign in accordance with
this Section 9.09 to one or more Eligible Assignees designated by the Borrower
all (but not less than all) of such Lender's Commitment and the Extensions of
Credit and other obligations owing to it within the period ending on such 30th
day. If any such Eligible Assignee designated by the Borrower shall fail to
consummate such assignment on terms reasonably acceptable to such Lender, or if
the Borrower shall fail to designate any such Eligible Assignees for all or part
of such Lender's Commitment or Extensions of Credit, then such demand by the
Borrower shall become ineffective; it being understood for purposes of this
subsection (h) that such assignment shall be conclusively deemed to be on terms
reasonably acceptable to such Lender, and such Lender shall be compelled to
consummate such assignment to an Eligible Assignee designated by the Borrower,
if such Eligible Assignee (i) shall agree to such assignment by entering into an
Assignment and Acceptance in substantially the form of Exhibit H hereto with
such Lender and (ii) shall offer compensation to such Lender in an amount equal
to all amounts then owing by the Borrower to such Lender hereunder, whether for
principal, interest, fees, costs or expenses (other than the demanded payment
referred to above and payable by the Borrower as a condition to the Borrower's
right to demand such assignment), or otherwise.

                                      -67-

        SECTION 9.10      Severability. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction.

        SECTION 9.11      Governing  Law. This agreement  shall be governed by,
and construed in accordance  with, the laws of the state of New York.

        SECTION 9.12      Headings. Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.

        SECTION 9.13      Submission To Jurisdiction; Waivers.  The Borrower
hereby irrevocably and unconditionally:

        (a)      submits for itself and its property in any legal action or
        proceeding relating to this Agreement and the other Loan Documents to
        which it is a party, or for recognition and enforcement of any judgment
        in respect thereof, to the non-exclusive general jurisdiction of the
        Courts of the State of New York, the courts of the United States of
        America for the Southern District of New York, and appellate courts from
        any thereof;

        (b)      consents that any such action or proceeding may be brought in
        such courts and waives any objection that it may now or hereafter have
        to the venue of any such action or proceeding in any such court or that
        such action or proceeding was brought in an inconvenient court and
        agrees not to plead or claim the same;

        (c)      agrees that service of process in any such action or proceeding
        may be effected by mailing a copy thereof by registered or certified
        mail (or any substantially similar form of mail), postage prepaid, to
        the Borrower at its address set forth in Section 9.02 or at such other
        address of which the Administrative Agent shall have been notified
        pursuant thereto; and

        (d)      agrees that nothing herein shall affect the right to effect
        service of process in any other manner permitted by law or shall limit
        the right to sue in any other jurisdiction.

This Section 9.13 shall not be construed to confer a benefit upon, or grant a
right or privilege to, any Person other than the parties hereto.

        SECTION 9.14      Acknowledgments.  The Borrower hereby acknowledges:

        (a)      it has been advised by counsel in the negotiation, execution
        and delivery of this Agreement and other Loan Documents;

        (b)      neither the Administrative Agent, the Issuing Lender nor any
        Lender has a fiduciary relationship to the Borrower, and the

                                      -68-

        relationship between the Administrative Agent, the Issuing Lender and
        any Lender, on the one hand, and the Borrower on the other hand, is
        solely that of debtor and creditor; and

        (c)      no joint venture exists between the Borrower and the
        Administrative Agent, the Issuing Lender or any Lender.

        SECTION 9.15      Waivers of Jury Trial. Each of the Borrower, the
Administrative Agent, the Issuing Lender and the Lenders hereby irrevocably and
unconditionally waives trial by jury in any legal action or proceeding relating
to this Agreement or any other Loan Document and for any counterclaim therein.
This Section 9.15 shall not be construed to confer a benefit upon, or grant a
right or privilege to, any person other than the parties hereto.

        SECTION 9.16       Confidentiality. (a) Each of the Administrative
Agent, the Issuing Lender and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), and use it only for purposes of this
Agreement, the Loan Documents and the transactions contemplated hereby and
thereby, or for any other reason, directly or indirectly, relating to this
Agreement, except that Information may be disclosed (i) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential); (ii) to the
extent requested by any regulatory authority; (iii) to the extent required by
Applicable Law; (iv) to any other party to this Agreement; (v) in connection
with the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or the enforcement of rights hereunder; (vi) subject
to an agreement containing provisions substantially the same as those of this
Section, to (x) any Eligible Assignee of or Participant in, or any prospective
Eligible Assignee of or Participant in, any of its rights or obligations under
this Agreement or (y) any direct or indirect contractual counterparty or
prospective counterparty (or such contractual counterparty's or prospective
counterparty's professional advisor) to any credit derivative transaction
relating to obligations of the Borrower; (vii) with the written consent of the
Borrower; (viii) to the extent such Information becomes publicly available other
than as a result of a breach of this Section or (ix) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower and such source is not known by the Administrative Agent
or such Lender to be in violation of a duty of confidentiality; or (x) to the
National Association of Insurance Commissioners or any other similar
organization.

        (b) The Administrative Agent and the Lenders may disclose the existence
of this Agreement and information about this Agreement to market data
collectors, similar service providers to the lending industry, and service
providers to the Administrative Agent and the Lenders in connection with the
administration and management of this Agreement, the other Loan Documents, the
Commitments, and the Extensions of Credit; provided, however, that information
disclosed by the Administrative Agent or any Lender to any such market data
collectors or similar service providers shall be of a type generally provided to
such Persons in other transactions. For the purposes of this Section 9.16,
"Information" means all non-public information received from the Borrower
relating to the Borrower or its business. Notwithstanding anything herein to the

                                      -69-

contrary, Information, for purposes of this Section 9.16, shall not include, and
the Administrative Agent and each Lender may disclose to any and all Persons,
without limitation of any kind, any information with respect to the U.S. federal
income tax treatment and U.S. federal income tax structure of the transactions
contemplated hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to the Administrative Agent or such Lender
relating to such tax treatment and tax structure.

        (c) Any Person required to maintain the confidentiality of Information
as provided in this Section 9.16 shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information. Each of the Administrative Agent, the Issuing
Lender, the Lenders and the Participants shall promptly notify the Borrower of
its receipt of any subpoena or similar process or authority, unless prohibited
therefrom by the issuing Person.

        SECTION 9.17      Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

                            [SIGNATURE PAGES FOLLOW]

                                      -70-


                                                                     EXHIBIT A-1
                               REVOLVING LOAN NOTE

Charlotte, North Carolina                                         August 5, 2004

         For value received, South Jersey Industries, Inc., a New Jersey
corporation (the "Borrower"), promises to pay to the order of
___________________________ (the "Lender"), for the account of its Applicable
Lending Office, the principal sum of ___________________________________ Dollars
($___________), or such lesser amount as shall equal the unpaid principal amount
of each Revolving Loan made by the Lender to the Borrower pursuant to the Credit
Agreement referred to below, on the dates provided in the Credit Agreement. The
Borrower promises to pay interest on the unpaid principal amount of this
Revolving Loan Note on the dates and at the rate or rates provided for in the
Credit Agreement. Following the occurrence of an Event of Default, principal of
and, to the extent permitted by law, overdue interest on the principal amount
hereof shall bear interest at the Default Rate. All payments of principal and
interest under this Revolving Loan Note shall be made in lawful money of the
United States in federal or other immediately available funds to the
Administrative Agent, in the account of the Lender, as set forth in the Credit
Agreement.

         The date, amount, type, interest rate and duration of Interest Period
(if applicable) of the Loan made by the Lender to the Borrower, and each payment
made on account of the principal thereof, shall be recorded by the Lender on its
books; provided, that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment
when due of any amount owing under this Revolving Loan Note with respect to the
Revolving Loans to be evidenced by this Revolving Loan Note, and each such
recordation or endorsement shall be conclusive and binding absent manifest
error.

         This Revolving Loan Note is one of the Notes referred to in the
Three-Year Revolving Credit Agreement dated as of August 5, 2004 (as the same
may be amended, supplemented or otherwise modified in accordance with its terms
at any time and from time to time, the "Credit Agreement"), among the Borrower,
the lenders party thereto (including the Lender) and Wachovia Bank, National
Association, as Administrative Agent. Capitalized terms used and not defined
herein shall have the meanings assigned to them in the Credit Agreement.

         The Borrower hereby waives presentment, demand, protest, notice of
demand, protest and nonpayment and any other notice required by law relative
hereto, except to the extent as otherwise may be expressly provided for in the
Credit Agreement.

         The Borrower agrees, in the event that this Revolving Loan Note or any
portion hereof is collected by law or through an attorney at law, to pay all
reasonable costs of collection, including, without limitation, reasonable
attorneys' fees, to the extent expressly provided for in the Credit Agreement.

                                     A-1-1

         This Revolving Loan Note shall be construed in accordance with and
governed by the law of the State of New York.

         IN WITNESS WHEREOF, the Borrower has caused this Revolving Loan Note to
be duly executed under seal, by its duly authorized officer as of the day and
year first above written.

                                      SOUTH JERSEY INDUSTRIES, INC.



                                      By: ____________________________________
                                          Name:
                                          Title:

                                     (SEAL)

                                     A-1-2

<TABLE>
<CAPTION>


                          Revolving Loan Note (cont'd)
                  REVOLVING LOANS AND PREPAYMENTS OF PRINCIPAL

------------------ --------------- --------------- ---------------- --------------- --------------- ---------------

                      Type of                         Amount of       Amount of       Length of
                     Revolving        Interest        Revolving       Principal        Interest        Notation
      Date              Loan            Rate            Loan           Prepaid          Period         Made By
      ----              ----            ----            ----           -------          ------         -------
<S>                <C>             <C>             <C>              <C>             <C>             <C>

------------------ --------------- --------------- ---------------- --------------- --------------- ---------------


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------------------ --------------- --------------- ---------------- --------------- --------------- ---------------


------------------ --------------- --------------- ---------------- --------------- --------------- ---------------


------------------ --------------- --------------- ---------------- --------------- --------------- ---------------


------------------ --------------- --------------- ---------------- --------------- --------------- ---------------


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------------------ --------------- --------------- ---------------- --------------- --------------- ---------------
</TABLE>

                                     A-1-3


                                                                     EXHIBIT A-2
                                 SWINGLINE NOTE

Charlotte, North Carolina                                         August 5, 2004

         For value received, South Jersey Industries, Inc., a New Jersey
corporation (the "Borrower"), promises to pay to the order of WACHOVIA BANK,
NATIONAL ASSOCIATION (the "Swingline Lender"), for the account of its Applicable
Lending Office, the principal sum of Five Million and No/100 Dollars
($5,000,000), or such lesser amount as shall equal the unpaid principal amount
of each Swingline Loan made by the Swingline Lender to the Borrower pursuant to
the Credit Agreement referred to below, on the dates provided in the Credit
Agreement. The Borrower promises to pay interest on the unpaid principal amount
of this Swingline Note on the dates and at the rate or rates provided for in the
Credit Agreement. Following the occurrence of an Event of Default, principal of
and, to the extent permitted by law, overdue interest on the principal amount
hereof shall bear interest at the Default Rate. All payments of principal and
interest under this Swingline Note shall be made in lawful money of the United
States in federal or other immediately available funds to the Administrative
Agent, in the account of the Swingline Lender, as set forth in the Credit
Agreement.

         The date, amount, type, interest rate and duration of Interest Period
(if applicable) of the Swingline Loan made by the Swingline Lender to the
Borrower, and each payment made on account of the principal thereof, shall be
recorded by the Swingline Lender on its books; provided, that the failure of the
Swingline Lender to make any such recordation or endorsement shall not affect
the obligations of the Borrower to make a payment when due of any amount owing
under this Swingline Note with respect to the Swingline Loan to be evidenced by
this Swingline Note, and each such recordation or endorsement shall be
conclusive and binding absent manifest error.

         This Swingline Note is one of the Notes referred to in the Three-Year
Revolving Credit Agreement dated as of August 5, 2004 (as the same may be
amended, supplemented or otherwise modified in accordance with its terms at any
time and from time to time, the "Credit Agreement"), among the Borrower, the
lenders party thereto and Wachovia Bank, National Association, as Administrative
Agent. Capitalized terms used and not defined herein shall have the meanings
assigned to them in the Credit Agreement.

         The Borrower hereby waives presentment, demand, protest, notice of
demand, protest and nonpayment and any other notice required by law relative
hereto, except to the extent as otherwise may be expressly provided for in the
Credit Agreement.

         The Borrower agrees, in the event that this Swingline Note or any
portion hereof is collected by law or through an attorney at law, to pay all
reasonable costs of collection, including, without limitation, reasonable
attorneys' fees, to the extent expressly provided for in the Credit Agreement.

         This Swingline Note shall be construed in accordance with and governed
by the law of the State of New York.

                                     A-2-1

         IN WITNESS WHEREOF, the Borrower has caused this Swingline Note to be
duly executed under seal, by its duly authorized officer as of the day and year
first above written.

                                      SOUTH JERSEY INDUSTRIES, INC.



                                      By:   ____________________________________
                                            Name:
                                            Title:

                                     (SEAL)

                                     A-2-2

<TABLE>
<CAPTION>

                             Swingline Note (cont'd)
                  SWINGLINE LOANS AND PREPAYMENTS OF PRINCIPAL

------------------ --------------- --------------- ------------------ -------------------- -------------------------

                       Amount of                       Amount of           Length of
                       Swingline      Interest         Principal           Interest                Notation
      Date               Loan           Rate            Prepaid         Period (if any)            Made By
------------------ --------------- --------------- ------------------ -------------------- -------------------------
<S>                <C>             <C>             <C>                <C>                  <C>

------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------


------------------ --------------- --------------- ------------------ -------------------- -------------------------

</TABLE>

                                     A-2-3


                                                                    EXHIBIT A-3

                              COMPETITIVE BID NOTE

Charlotte, North Carolina                               ________________, ______

         For value received, South Jersey Industries, Inc., a New Jersey
corporation (the "Borrower"), promises to pay to the order of
___________________________ (the "Lender"), for the account of its Applicable
Lending Office, the principal sum of _______________________________ Dollars
($_________), or such lesser amount as shall equal the unpaid principal amount
of each Competitive Bid Loan made by the Lender to the Borrower pursuant to the
Credit Agreement referred to below, on the dates provided in the Credit
Agreement. The Borrower promises to pay interest on the unpaid principal amount
of this Competitive Bid Note on the dates and at the rate or rates provided for
in the Competitive Bid Request. Following the occurrence of an Event of Default,
principal of and, to the extent permitted by law, overdue interest on the
principal amount hereof shall bear interest at the Default Rate. All payments of
principal and interest under this Competitive Bid Note shall be made in lawful
money of the United States in federal or other immediately available funds to
the Administrative Agent, in the account of the Lender, as set forth in the
Credit Agreement.

         The date, amount, type, interest rate and duration of Interest Period
(if applicable) of the Competitive Bid Loan made by the Lender to the Borrower,
and each payment made on account of the principal thereof, shall be recorded by
the Lender on its books; provided, that the failure of the Lender to make any
such recordation or endorsement shall not affect the obligations of the Borrower
to make a payment when due of any amount owing under this Competitive Bid Note
with respect of the Competitive Bid Loan to be evidenced by this Competitive Bid
Note, and each such recordation or endorsement shall be conclusive and binding
absent manifest error.

         This Competitive Bid Note is one of the Notes referred to in the
Three-Year Revolving Credit Agreement dated as of August 5, 2004 (as the same
may be amended, supplemented or otherwise modified in accordance with its terms
at any time and from time to time, the "Credit Agreement"), among the Borrower,
the lenders party thereto (including the Lender) and Wachovia Bank, National
Association, as Administrative Agent. Capitalized terms used and not defined
herein shall have the meanings assigned to them in the Credit Agreement.

         The Borrower hereby waives presentment, demand, protest, notice of
demand, protest and nonpayment and any other notice required by law relative
hereto, except to the extent as otherwise may be expressly provided for in the
Credit Agreement.

         The Borrower agrees, in the event that this Competitive Bid Note or any
portion hereof is collected by law or through an attorney at law, to pay all
reasonable costs of collection, including, without limitation, reasonable
attorneys' fees, to the extent expressly provided for in the Credit Agreement.

         This Competitive Bid Note shall be construed in accordance with and
governed by the law of the State of New York.

                                     A-3-1


         IN WITNESS WHEREOF, the Borrower has caused this Competitive Bid Note
to be duly executed under seal, by its duly authorized officer as of the day and
year first above written.

                                     SOUTH JERSEY INDUSTRIES, INC.



                                     By:   ____________________________________
                                           Name:
                                           Title:

                                     (SEAL)

                                     A-3-2
<TABLE>
<CAPTION>


                          Competitive Bid Note (cont'd)
               COMPETITIVE BID LOANS AND PREPAYMENTS OF PRINCIPAL

--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------

                     Type of                         Amount of         Amount of        Length of
                   Competitive       Interest    Competitive Bid       Principal        Interest       Notation
                                                             ----
     Date           Bid Loan           Rate            Loan             Prepaid          Period         Made By
     ----           --------           ----            ----             -------          ------         -------
--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------

<S>             <C>                <C>           <C>                <C>               <C>            <C>

--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------


--------------- ------------------ ------------- ------------------ ----------------- -------------- --------------

</TABLE>

                                     A-3-3


                                                                    EXHIBIT B-1
                         FORM OF COMPETITIVE BID REQUEST

                                     [Date]

Wachovia Bank, National Association
  as Administrative Agent
One Wachovia Center
201 South College Street
Charlotte, North Carolina  28288-0680
Attn:  Syndication Agency Services

Ladies and Gentlemen:

         This Competitive Bid Request is given under and pursuant to Section
2.04(b) of the Three-Year Revolving Credit Agreement dated as of August 5, 2004
(as the same may be amended, supplemented or otherwise modified in accordance
with its terms at any time and from time to time, the "Credit Agreement"), by
and among South Jersey Industries, Inc., a New Jersey corporation (the
"Borrower"), the lenders parties thereto and Wachovia Bank, National
Association, as Administrative Agent (the "Administrative Agent"). Capitalized
terms used and not defined herein shall have the meanings assigned to them in
the Credit Agreement.

         The undersigned hereby gives you notice pursuant to Section 2.04(b) of
the Credit Agreement that it requests a Competitive Bid Loan under the Credit
Agreement, and in that connection sets forth below the terms on which such
Competitive Bid Loan is requested to be made:

Borrowing Date of Competitive Bid Loan
(which is a Business Day):
                                           -------------------------------------

Aggregate Principal Amount of Competitive
Bid Loan1:
                                           -------------------------------------

Interest Period and the last day thereof2:

                                           -------------------------------------

1 Not less than $5,000,000, nor greater than the lesser of (i) 50% of the
aggregate Commitments of the Lenders, or (ii) the unused Commitments, and, in
all circumstances, in integral multiples of $1,000,000.

2 Which duration shall be not less than seven days nor more than 180 days, and
which, in either case, shall end not later than the Termination Date.

                                     B-1-1

         The Borrower hereby represents and warrants that, on the date the
Competitive Bid Loan requested hereunder is made (both before and after giving
effect to the making of such Competitive Bid Loan and after giving effect to the
application, directly or indirectly, of the proceeds of such Competitive Bid
Loan):

         (i)      The  representations  and warranties  contained in Section
5.01 of the Credit  Agreement are true and correct;

         (ii) Since March 31, 2004, there has been no Material Adverse Change;

         (iii) No event has occurred and is continuing, or would result from
such Competitive Bid Loan or the application of the proceeds thereof, which
constitutes a Default or an Event of Default; and

         (iv) The Administrative Agent has been paid the Competitive Bid Request
Fee.

         Unless the Borrower shall have previously advised the Administrative
Agent in writing that one or more of the statements contained in clauses (i)
through (iv) above are not true and correct the Borrower shall be deemed to have
represented and warranted, on the date of the Competitive Bid Loan, that on the
date of such Competitive Bid Loan, the above statements are true.

         The Borrower has caused this Competitive Bid Request to be executed and
delivered and the certification and warranties contained herein to be made by
its duly authorized officer this ____ day of __________________, 20___.

                                       SOUTH JERSEY INDUSTRIES, INC.



                                       By:  ___________________________________
                                            Name:
                                            Title:


                                     B-1-2

                                                                     EXHIBIT B-2
                             FORM OF COMPETITIVE BID

                                     [Date]

Wachovia Bank, National Association
  as Administrative Agent
One Wachovia Center
201 South College Street
Charlotte, North Carolina  28288-0680
Attn:  Syndication Agency Services

Ladies and Gentlemen:

         The undersigned, [Name of Lender], refers to the provisions of the
Three-Year Revolving Credit Agreement dated as of August 5, 2004 (as the same
may be amended, supplemented or otherwise modified in accordance with its terms
at any time and from time to time, the "Credit Agreement"), by and among South
Jersey Industries, Inc., a New Jersey corporation (the "Borrower"), the lenders
parties thereto and Wachovia Bank, National Association, as Administrative
Agent. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Credit Agreement.

         The undersigned hereby makes a Competitive Bid pursuant to Section
2.04(c) of the Credit Agreement, in response to the Competitive Bid Request made
by the Borrower on _____________________, ______, and in that connection sets
forth below the terms on which such Competitive Bid is made:

Principal Amount1:
                                            ------------------------------------
Competitive Bid Rate2:
                                            ------------------------------------
Interest Period and the last day thereof3:
                                            ------------------------------------


1 Not less than $5,000,000 or greater than the requested Competitive Borrowing
and in integral multiples of $1,000,000 above said $5,000,000.  Multiple bids
will be accepted by the Administrative Agent.
2.  i.e., LIBOR Rate + or - ____%.
3.  The Interest Period must be the Interest Period specified in the Competitive
Bid Request.

                                     B-2-1

         The undersigned hereby confirms that it is prepared to make the
Competitive Bid Loan to the Borrower upon acceptance by the Borrower of this
Competitive Bid in accordance with Section 2.04(d) of the Credit Agreement.

                                       Very truly yours,

                                       [NAME OF LENDER]


                                       By:
                                              ----------------------------------
                                              Name:
                                              Title:



                                     B-2-2




                                                                       EXHIBIT C
                               NOTICE OF BORROWING

                                     [Date]
Wachovia Bank, National Association
  as Administrative Agent
One Wachovia Center
201 South College Street
Charlotte, North Carolina  28288-0680
Attn:  Syndication Agency Services

Ladies and Gentlemen:

         This Notice of Borrowing is given under and pursuant to Section
2.03(a)(i) of the Three-Year Revolving Credit Agreement dated as of August 5,
2004 (as the same may be amended, supplemented or otherwise modified in
accordance with its terms at any time and from time to time, the "Credit
Agreement"), by and among South Jersey Industries, Inc. (the "Borrrower"), a New
Jersey corporation, the lenders parties thereto and Wachovia Bank, National
Association, as Administrative Agent (the "Administrative Agent"). Capitalized
terms used and not defined herein shall have the meanings assigned to them in
the Credit Agreement.

         1.       The date of the Revolving Loan in connection with which this
                  Notice of Borrowing is given shall be
                  ______________________________.

         2.       The Type of Revolving Loan shall be _______________________.

         3.       The aggregate amount of such Revolving Loan shall be
                  $___________________. In the case of a Revolving Loan
                  comprising LIBOR Rate Loans the initial Interest Period is:
                  [2 weeks, 1 month, 2 months, 3 months or 6 months].

         The Borrower hereby represents and warrants that on the date the
Revolving Loan requested hereunder is made (both before and after giving effect
to the making of the Revolving Loan and after giving effect to the application,
directly or indirectly, of the proceeds of the Revolving Loan):

         (i)  The  representations  and warranties  contained in Section 5.01
of the Credit  Agreement are true and correct;

         (ii) Since March 31, 2004, there has been no Material Adverse Change;
and

         (iii) No event has occurred and is continuing, or would result from the
Revolving Loan or the application of the proceeds thereof, which constitutes a
Default or an Event of Default.


                                      C-1


         Unless the Borrower shall have previously advised the Administrative
Agent in writing that one or more of the statements contained in clauses (i)
through (iii) above are not true and correct, the Borrower shall be deemed to
have represented and warranted, on the date of any Revolving Loan hereunder,
that on the date of such Revolving Loan, the above statements are true.

         IN WITNESS WHEREOF, the Borrower has caused this Notice of Borrowing to
be executed and delivered and the certification and warranties contained herein
to be made by its duly authorized officer this ____ day of ___________________,
20___.


                                      SOUTH JERSEY INDUSTRIES, INC.



                                      By:   ____________________________________
                                            Name:
                                            Title:


                                      C-2

                                                                       EXHIBIT D
                          NOTICE OF SWINGLINE BORROWING

                                     [Date]

Wachovia Bank, National Association
  as Administrative Agent
One Wachovia Center
201 South College Street
Charlotte, North Carolina  28288-0680
Attn:  Syndication Agency Services

Ladies and Gentlemen:

         This Notice of Swingline Borrowing is given under and pursuant to
Section 2.03(a)(ii) of the Three-Year Revolving Credit Agreement (as the same
may be amended, supplemented or otherwise modified in accordance with its terms
at any time and from time to time, the "Credit Agreement") dated as of August 5,
2004, by and among South Jersey Industries, Inc., a New Jersey corporation (the
"Borrower"), the lenders parties thereto and Wachovia Bank, National
Association, as Administrative Agent (the "Administrative Agent"). Capitalized
terms used and not defined herein shall have the meanings assigned to them in
the Credit Agreement.

         1. The date of the Swingline Borrowing in connection with which this
Notice of Swingline Borrowing is given shall be _____________________.

         2. The aggregate amount of such Swingline Borrowing shall be
$______________1.

         The Borrower hereby represents and warrants that on the date the
Swingline Borrowing requested hereunder is made (both before and after giving
effect to the making of such Swingline Borrowing and after giving effect to the
application, directly or indirectly, of the proceeds of such Swingline
Borrowing):

         (i)  The  representations  and warranties  contained in Section 5.01
of the Credit  Agreement are true and correct;

         (ii) Since March 31, 2004, there has been no Material Adverse Change;
and

         (iii) No event has occurred and is continuing, or would result from
such Loan or the application of the proceeds thereof, which constitutes a
Default or an Event of Default.


1  Not less than $5,000, nor greater than the lesser of (i) the unused Swingline
Commitment, or (ii) the undused Commitments, and, in all circumstances, in
integral multiples of $100,000.

                                      D-1

         Unless the Borrower shall have previously advised the Administrative
Agent in writing that one or more of the statements contained in clauses (i)
through (iii) above are not true and correct the Borrower shall be deemed to
have represented and warranted, on the date of any Swingline Borrowing
hereunder, that on the date of such Swingline Borrowing, the above statements
are true.

         IN WITNESS WHEREOF, the Borrower has caused this Notice of Swingline
Borrowing to be executed and delivered and the certification and warranties
contained herein to be made by its duly authorized officer this _____ day of
_____________________, 20___.

                                       SOUTH JERSEY INDUSTRIES, INC.



                                       By:  ____________________________________
                                            Name:
                                            Title:


                                      D-2

                                                                       EXHIBIT E
                          NOTICE OF ACCOUNT DESIGNATION

                                     [Date]

Wachovia Bank, National Association
  as Administrative Agent
One Wachovia Center
201 South College Street
Charlotte, North Carolina  28288-0680
Attn:  Syndication Agency Services

Ladies and Gentlemen:

         This Notice of Account Designation is delivered to you by South Jersey
Industries, Inc., a New Jersey corporation (the "Borrower"), under Section
2.03(d) of the Three-Year Revolving Credit Agreement dated as of August 5, 2004
(as the same may be amended, supplemented or otherwise modified in accordance
with its terms at any time and from time to time, the "Credit Agreement"), by
and among the Borrower, the lenders parties thereto and Wachovia Bank, National
Association as Administrative Agent (the "Administrative Agent"). Capitalized
terms used and not defined herein shall have the meanings assigned to them in
the Credit Agreement.

         This Notice of Account Designation shall be effective, and the
Administrative Agent may rely upon this Notice of Account Designation until the
Borrower provides, and the Administrative Agent receives, a new Notice of
Account Designation from the Borrower.

         The Administrative Agent is hereby authorized to disburse all Loan
proceeds into the following account(s):

              Name of Bank:             ____________________________________
              ABA Routing Number:       ____________________________________
              Account Number:           ____________________________________

         IN WITNESS  WHEREOF,  the undersigned  has executed this Notice of
Account  Designation as of the ____ day of ___________________, _______.

                                      SOUTH JERSEY INDUSTRIES, INC.



                                      By:  ____________________________________
                                           Name:
                                           Title:


                                      E-1


                                                                       EXHIBIT F
                              NOTICE OF CONVERSION

                                     [Date]

Wachovia Bank, National Association
  as Administrative Agent
One Wachovia Center
201 South College Street
Charlotte, North Carolina  28288-0680
Attn:  Syndication Agency Services

Ladies and Gentlemen:

         This irrevocable Notice of Conversion (the "Notice") is delivered to
you by South Jersey Industries, Inc., a New Jersey corporation (the "Borrower"),
under Section 2.13 of the Three-Year Revolving Credit Agreement dated as of
August 5, 2004 (as the same may be amended, supplemented or otherwise modified
in accordance with its terms at any time and from time to time, the "Credit
Agreement"), by and among the Borrower, the lenders party thereto and Wachovia
Bank, National Association as Administrative Agent (the "Administrative Agent").
Capitalized terms used and not defined herein shall have the meanings assigned
to them in the Credit Agreement.

         (i)      The undersigned hereby requests a Conversion of the Revolving
         Loans under the Credit Agreement, and in that connection sets forth
         below the information relating to such Conversion (the "Proposed
         Conversion") as required by Section 2.13 of the Credit Agreement for
         the purpose of: (Complete applicable information)

         (a)      Converting a Revolving Loan which is a [Base Rate / LIBOR
                  Rate] Loan into a [Base Rate / LIBOR Rate] Revolving Loan.1

         (b)      The aggregate outstanding principal balance of such Revolving
                  Loan is $_______________.

         (c)      The last day of the current Interest Period for such Revolving
                  Loan is ______________.2

         (d)      The principal amount of such Revolving Loan to be Converted is
                  $_______________.

         (e)      The requested effective date of the Conversion of such
                  Revolving Loan is _______________.3


1  Delete the bracketed language and insert "Base Rate: or LIBOR Rate", as
applicable.
2  Insert applicable date for any LIBOR Rate Loan being converted.
3  Complete with a Business Day at least three (3) Business Days after the date
of this Notice.


                                      F-1


         (f)      The requested Interest Period applicable to the Converted
                  Revolving Loan is _______________.4

         (ii)     The representations  and warranties  contained in Section 5.01
         of the Credit Agreement are true and correct;

         (iii)    Since March 31, 2004, there has been no Material Adverse
         Change; and

         (iv)     No event has occurred and is continuing, or would result from
         such Proposed Conversion or the application of the proceeds of the
         Loans Converted thereof, which constitutes a Default or an Event of
         Default.

         Unless the Borrower shall have previously advised the Administrative
Agent in writing that one or more of the statements contained in clauses (i)
through (iv) above are not true and correct the Borrower shall be deemed to have
represented and warranted, on the date of any Proposed Conversion hereunder,
that on the date of such Conversion, the above statements are true.

         IN WITNESS WHEREOF, the Borrower has caused this Notice of Conversion
to be executed and delivered and the certification and warranties contained
herein to be made by its duly authorized officer this ____ day of
_________________, 20____.

                                       SOUTH JERSEY INDUSTRIES, INC.



                                       By:  ___________________________________
                                            Name:
                                            Title:


4  Complete for any LIBOR Rate Loan with an Interest Period in compliance with
Section 2.10(b) of the Credit Agreement.


                                      F-2


                                                                       EXHIBIT G
                      FORM OF OPINION OF BORROWER'S COUNSEL

                                 TO BE PROVIDED


                                      G-1

                                                                       EXHIBIT H
                            ASSIGNMENT AND ACCEPTANCE

                                     [Date]

         Reference is made to the Three-Year Revolving Credit Agreement dated as
of August 5, 2004 (as the same may be amended, supplemented or otherwise
modified in accordance with its terms at any time and from time to time, the
"Credit Agreement"), by and among South Jersey Industries, Inc. (the
"Borrower"), the lenders party thereto and Wachovia Bank, National Association
as Administrative Agent (the "Administrative Agent"). Capitalized terms used and
not defined herein shall have the meanings assigned to them in the Credit
Agreement.

 _________________________ (the "Assignor") and ____________________________
(the "Assignee") agree as follows:

         1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, as of the Effective
Date (as defined below), a ____% interest (the "Assigned Interest") in and to
all of the Assignor's interests, rights and obligations under the Credit
Agreement, and the Assignor thereby retains ____% of its interest therein (the
"Retained Interest"). This Assignment and Acceptance is entered pursuant to, and
authorized by, Section 9.09 of the Credit Agreement.

         2. The Assignor (a) represents that, as of the date hereof, (i) its
Commitment Percentage (without giving effect to assignments thereof which have
not yet become effective) under the Credit Agreement, and (ii) the outstanding
balance of its Loans (unreduced by any assignments thereof which have not yet
become effective) under the Credit Agreement, are each set forth in Section 2 of
the attached Schedule I; (b) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Credit Agreement or any other instrument or document furnished
pursuant thereto, other than that the Assignor is the legal and beneficial owner
of the interest being assigned by it hereunder and that such interest is free
and clear of any adverse claim; (c) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or its Subsidiaries or the performance or observance by the Borrower or
its Subsidiaries of any of their obligations under the Credit Agreement or any
other Credit Document; and (d) attaches the Notes held by the Assignor and
requests that the Administrative Agent exchange such Notes for new Notes payable
to the order of the Assignee in an amount equal to the Commitment assumed by the
Assignee pursuant hereto and to the Assignor in an amount equal to the
Commitment retained by the Assignor, if any, as specified on Schedule I.

                                      H-1

         3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 6.03 thereof and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance; (c)
agrees that it will, independently and without reliance upon the Assignor or any
other Lender or the Administrative Agent and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement; (d)
confirms that it is an Eligible Assignee; (e) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under the Credit Agreement and the other Credit Documents as are
delegated to the Administrative Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; (f) agrees that it will perform in
accordance with their terms all the obligations which by the terms of the Credit
Agreement and the other Credit Documents are required to be performed by it as a
Lender; and (g) agrees that it will keep confidential all non-public information
with respect to the Borrower obtained pursuant to the Loan Documents in
accordance with Section 9.09(f) of the Credit Agreement.

         4. The effective date for this Assignment and Acceptance shall be as
set forth in Section 1 of the attached Schedule I (the "Effective Date").
Following the execution of this Assignment and Acceptance, it will be delivered
to the Administrative Agent for consent thereby and acceptance and recording in
the Register.

         5. Upon such consents, acceptance and recording, from and after the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and
the other Loan Documents to which Lenders are parties and, to the extent
provided in this Assignment and Acceptance, have the rights and obligations of a
Lender under each such agreement, and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement and the other Loan
Documents.

         6. Upon such consents, acceptance and recording, from and after the
Effective Date, the Agent shall make all payments in respect of the interest
assigned hereby (including payments of principal, interest, fees and other
amounts) to the Assignee. The Assignor and Assignee shall make all appropriate
adjustments in payments for periods prior to the Effective Date or with respect
to the making of this assignment directly between themselves.

         7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                      H-2




    WITNESS the following signatures as of the ____ day of _____________, _____.

                                    ASSIGNOR:


                                    ___________________________________________

                                    Commitment Percentage ____%

                                    By:
                                         --------------------------------------
                                    Title:
                                         --------------------------------------



                                    ASSIGNEE:

                                    __________________________________________

                                    Commitment Percentage ____%

                                    By:
                                         --------------------------------------
                                    Title:
                                         --------------------------------------


                                       H-3

Acknowledged and Consented to:1

SOUTH JERSEY INDUSTRIES, INC.



By:
         --------------------------------------------
         Name:
         Title:



Consented to and Accepted by:

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent


By:
         -------------------------------------------
         Name:
         Title:




1  Consent not required if an Event of Default shall have occurred and be
continuing.


                                      H-4




                                   SCHEDULE I
                                       to
                            Assignment and Acceptance

1.       Effective Date:                                ______________ , _____

2.       Assignor's Interest Prior to Assignment:

         (a)      Commitment Percentage
                     of Assignor                                          _____%


         (b)      Outstanding balance
                  of Assignor's Revolving Loans                          $_____


3.       Assigned Interest
         (from Paragraph 1):                                              _____%
         ------------------

4.       Assignee's Loans After Effective Date:

         (a)      Outstanding balance of Assignee's Revolving
                  Loans (line 2(b) times line 3)                         $_____


5.       Retained Interest of Assignor after Effective Date:

         (a)        Retained Interest (from Paragraph 1)                  _____%
                                            -----------

         (b)      Outstanding balance of Assignor's
                  Revolving Loans
                     (line 2(b) times line 5(a))                         $_____
                                -----

6.       Payment Amounts

         (a)      Payable by Assignee to
                     Assignor                                            $_____


         (b)      Payable by Assignor to
                     Assignee                                            $_____



                                     H-I-1


                                                                       EXHIBIT I
                         FORM OF COMPLIANCE CERTIFICATE

         This Compliance Certificate ("Certificate") is delivered to you by
South Jersey Industries, Inc., a New Jersey corporation (the "Borrower"), under
Section 6.03[(a)][(b)] of the Three-Year Revolving Credit Agreement dated as of
August 5, 2004 (as the same may be amended, supplemented or otherwise modified
in accordance with its terms at any time and from time to time, the "Credit
Agreement"), by and among the Borrower, the lenders party thereto and Wachovia
Bank, National Association as Administrative Agent (the "Administrative Agent").
Capitalized terms used and not defined herein shall have the meanings assigned
to them in the Credit Agreement.

         The undersigned officer of the Borrower hereby certifies as of the date
hereof that he/she is the ________________ of the Borrower, and that, as such,
he/she is authorized to execute and deliver this Certificate to the
Administrative Agent and the Lenders on the behalf of the Borrower, and that:

[Use the following paragraph if this Certificate is delivered in connection with
the financial statements required by subsection 6.03(a) of the Credit
Agreement.]

         1. Attached as Schedule 1 hereto are true and correct copies of [the
Borrower's appropriately completed Form 10-Q] [(a) the consolidated and
consolidating balance sheet of the Borrower and its Consolidated Subsidiaries as
at the end of the fiscal quarter ended ______________, ______, and (b) the
consolidated and consolidating statements of income, retained earnings and cash
flows of the Borrower and its Consolidated Subsidiaries for the period
commencing at the end of the previous fiscal year and ending with the end of
such quarter,] and such statement[s] fairly present the financial condition of
the Borrower and its Consolidated Subsidiaries as at such date and the results
of operations of the Borrower and its Consolidated Subsidiaries for the periods
ended on such date, all in accordance with GAAP consistently applied.

                                      -or-

[Use the following paragraph if this Certificate is delivered in connection with
the financial statements required by subsection 6.03(b) of the Credit
Agreement.]

         1. Attached as Schedule 1 hereto are true and correct copies of (a)
[the Borrower's appropriately completed Form 10-K] [the annual report for such
fiscal year ending ____________, ______, for the Borrower and its Consolidated
Subsidiaries, containing consolidated and consolidating financial statements for
such fiscal year], and (b) certification by, and accompanied by an unqualified
opinion of, independent public accountants, and such statement[s] fairly present
the financial condition of the Borrower and its Consolidated Subsidiaries as at
such date and the results of operations of the Borrower and its Consolidated
Subsidiaries for the periods ended on such date, all in accordance with GAAP
consistently applied.

                                      I-1



         2. The undersigned has reviewed and is familiar with the terms of the
Credit Agreement and the other Loan Documents and has made, or has caused to be
made under his/her supervision, a review in reasonable detail of the
transactions and condition of the Borrower and its Subsidiaries during the
accounting period covered by the attached financial statements.

                                  [select one:]

         [3. To the best of the undersigned's knowledge, as of the date hereof,
no Default or Event of Default has occurred and is continuing.]

                                      -or-

         [3. The following covenants or conditions have not been performed or
observed and the following is a list of each such Default and its nature and
status:]

         4. The following financial covenant analyses as described in Section
6.04(a) and Section 6.04(b) of the Credit Agreement, and other information set
forth on Schedule 2 attached hereto are true and accurate on and as of the date
of this Certificate.

         IN WITNESS WHEREOF, the Borrower has caused this Compliance Certificate
to be executed and delivered and the certification and warranties contained
herein to be made by its duly authorized officer this _____ day of
__________________, 20____.


                                       SOUTH JERSEY INDUSTRIES, INC.



                                       By:      ____________________________
                                                Name:
                                                Title:

                                      I-2



                                   Schedule 2
                          to the Compliance Certificate

1. Section 6.04(a) Consolidated Indebtedness to Consolidated Total
Capitalization:

                                                                        Actual
         Indebtedness of Borrower and its Subsidiaries

         (A) indebtedness for borrowed money:                      $___________

         (B) obligations evidenced by bonds, debentures, notes
             or other similar instruments:                         $___________

         (C) obligations to pay the deferred purchase price
             of property or services:                              $___________

         (D) obligations as lessee under leases which shall have
             been or should be, in accordance with GAAP, recorded
             as capital leases:                                    $___________

         (E) obligations as lessee under operating leases which
             have been recorded as off-balance sheet liabilities:  $___________

         (F) obligations under Hedging Obligations:                $___________

         (G) reimbursement obligations (contingent or otherwise)
             in respect of outstanding letters of credit:          $___________

         (H) indebtedness of the type referred to in clauses
             (A) through (F) above secured by (or for which
             the holder of such indebtedness has an existing
             right, contingent or otherwise, to be secured
             by) any lien or encumbrance on, or security interest
             in, property (including, without limitation,
             accounts and contract rights) owned by such Person,
             even though such Person has not assumed or become
             liable for the payment of such indebtedness:          $___________

         (I) obligations under direct or indirect guaranties
             in respect of, and obligations (contingent or
             otherwise) to purchase or otherwise acquire,
             or otherwise to assure a creditor against loss
             in respect of, indebtedness or obligations of
             others of the kinds referred to in clauses
             (A) through (H) above, inclusive:                     $___________

                                      I-3
                                                                        Actual

         (J) Sum of (A) through (I), inclusive:                    $___________

         Consolidated Total Capitalization of Borrower and its Subsidiaries

         (K) Total Indebtedness of Borrower and Subsidiaries
             from line (J) above:                                  $___________

         (L) Capital Stock (excluding treasury stock and
             capital stock subscribed for an unissued)             $___________

         (M) surplus (including earned surplus, capital surplus,
             translation adjustment and the balance of the current
             profit and loss account not transferred to surplus)   $___________

         (N) Sum of (K) through (M), inclusive:                    $___________

Consolidated Indebtedness to Consolidated Total Capitalization

Ratio of (J) to (N):                                              _____________

Must not be more than:                                                 0.65

Compliant:  ____Yes _____No

                                      I-4



2. Section 6.04(b) Consolidated EBIT to Consolidated Interest Expense:

                                                                        Actual
         Consolidated EBIT of Borrower and Consolidated
         Subsidiaries:

         Net Income:

                  (i)    net income of Borrower and Consolidated
                         Subsidiaries:                            $____________

                  (ii)   net after-tax extraordinary or non-
                         recurring gains(minus) or losses
                         (plus) (whether cash or non-cash gains
                         or losses):                              $____________

                  (iii)  net after-tax gains(minus) or losses
                         (plus) attributable to any sale of
                         capital assets:                          $____________

                  (iv)   net income of any Consolidated Subsidiary
                         (minus) to the extent that dividends or
                         distributions of such net income are
                         not at the date of determination
                         permitted by the terms of its charter
                         or any agreement, instrument, judgment,
                         decree, order, statute, rule or other
                         regulation:                              $____________

         (A)      sum of (i) through (iv), inclusive              $____________

         (B)      Consolidated Interest Expense
                           (see line (G) below):                  $____________

         (C)      Federal, state and local income taxes:          $____________

         (D)      EBIT: Sum of (A) through (C), inclusive:        $____________

         Consolidated Interest Expense of Borrower and
         Consolidated Subsidiaries:

         (E)      all interest in respect of Indebtedness accrued
                  during such period [(fiscal quarter)]
                  [(fiscal year)]:                                $____________

         (F)      net amount received (minus)or net amount
                  payable (plus)(expressed as a negative number)
                  under any Hedging Obligation with respect
                  such Indebtedness accrued during such period
                  (whether or not actually paid or received
                  during such period):                            $____________

                                      I-5


         (G)      Sum of (E) and (F), inclusive:                  $____________

Ratio of (D) to (G):                                               ____________

Must Not Be Less Than:                                                 2.00

Compliant:  ____Yes _____No

                                      I-6


                                   SCHEDULE I
                     LENDERS AND APPLICABLE LENDING OFFICES,
                                 COMMITMENTS AND
                         INITIAL COMMITMENT PERCENTAGES


               Lender and Applicable         Commitment       Initial Commitment
                  Lending Office                                   Percentage


Wachovia Bank, National Association        $12,000,000.00            20.00%
One Wachovia Center
201 South College Street
Charlotte, North Carolina 28288-0680
Attn: Agency Services
Telephone:  (704) 374-2698
Facsimile:   (704) 383-0288

Citizens Bank of Pennsylvania              $10,000,000.00            16.70%
CML Operations
RDC 160
One Citizens Drive
Riverside, Rhode Island  19103
Attn: Karen Hazard
Telephone: 401-734-5297
Facsimile: 401-734-5385

JP Morgan Chase Bank                       $10,000,000.00            16.70%
695 Route 46 West
Fairfield, New Jersey 07004
Attn:  Alice Shanahan
Telephone:  (973) 439-5034
Facsimile:   (973) 439-5014

PNC Bank, National Association             $10,000,000.00            16.70%
500 First Avenue
Pittsburgh, Pennsylvania  15219
Attn: Marc Accamando
Telephone: (412) 768-7647
Facsimile: (412) 768-4586

                                      I-1


The Bank of New York                        $7,000,000.00            11.70%
One Wall Street, 19th Floor
New York, New York 10286
Attn:  Lisa Williams
Telephone:  (212) 635-7535
Facsimile:   (212) 635-7552


Fleet National Bank                         $7,000,000.00            11.70%
750 Walnut Avenue
Cranford, New Jersey 07016
Attn:  Lekha Chopra
Telephone:  (908) 709-5688
Facsimile:   (908) 709-6433


Sun National Bank                           $4,000,000.00             6.70%
401 Landis Avenue
Vineland, New Jersey  08360
Attn:  Carol A. Hallman
Telephone:  (856) 205-0222
Facsimile:  (856) 609-8543


                                      I-2

                                   SCHEDULE II

                                    OWNERSHIP

                                              Ownership        Classification
Entity Name                    Owner           Interest          of Interest
-----------                    -----          ---------        --------------

South Jersey                   Public            100%           Common Equity
Industries, Inc.

Marina Energy LLC              Borrower          100%        Membership Interest

South Jersey Gas Company       Borrower          100%           Common Equity

South Jersey Energy            Borrower          100%           Common Equity
Company

South Jersey Resources         Borrower          100%        Membership Interest
Group, LLC

                                      II-1


<TABLE>
<CAPTION>

                                  SCHEDULE III

                           EXISTING LETTERS OF CREDIT


----------------------- ------------------ --------------------- --------------------- -------------------------------
 LETTER OF CREDIT NO.      ISSUE DATE        EXPIRATION DATE         FACE AMOUNT                BENEFICIARY
----------------------- ------------------ --------------------- --------------------- -------------------------------
       <S>                  <C>                  <C>                <C>               <C>


       SM205837             11/21/03             8/10/04            $4,000,000.00      Public  Service  Electric  and
                                                                                       Gas Co.
----------------------- ------------------ --------------------- --------------------- -------------------------------
       SM205286             10/14/03             8/10/05            $5,750,000.00      PSEG   Energy    Resources   &
                                                                                       Trade, LLC
----------------------- ------------------ --------------------- --------------------- -------------------------------


</TABLE>

                                     III-1