<PAGE>   1
                                                                    Exhibit 10.2

                                  $125,000,000
                                CREDIT AGREEMENT

                                   Dated as of

                                 January 5, 2001

                                  By and Among

                         NEW JERSEY NATURAL GAS COMPANY

                                 as the Borrower

                     THE FINANCIAL INSTITUTIONS PARTY HERETO

                            as the Lenders hereunder

                                       and

                         PNC BANK, NATIONAL ASSOCIATION

                           as the Administrative Agent

                                       and

                                   SUMMIT BANK

                            as the Syndication Agent

                                       and

                                  BANK ONE, NA

                           as the Documentation Agent

                                       and

                            PNC CAPITAL MARKETS, INC.

                                       and

                                   SUMMIT BANK

                            as the Co-Lead Arrangers
<PAGE>   2
                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>

                                                                                                                             Page
                                                                                                                             ----

<S>             <C>                                                                                                          <C>
ARTICLE I.      DEFINITIONS.................................................................................................... 1
      1.1       Defined Terms.................................................................................................. 1
      1.2       GAAP Definitions............................................................................................... 14
      1.3       Other Definitional Conventions and Rules of Construction....................................................... 14

ARTICLE II.     THE LOANS...................................................................................................... 15
      2.1       The Revolving Credit........................................................................................... 15
                2.1a       Short Term Revolving Credit Loans................................................................... 15
                2.1b       Short Term Revolving Credit Commitment of Each Lender............................................... 15
                2.1c       Long Term Revolving Credit Loans.................................................................... 15
                2.1d       Long Term Revolving Credit Commitment of Each Lender................................................ 15
                2.1e       Revolving Credit Notes.............................................................................. 16
                2.1f       Revolving Credit Loan Request....................................................................... 16
                2.1g       Making Revolving Credit Loans....................................................................... 17
                2.1h       Temporary Reduction of Available Short Term Revolving Credit
                           Commitment.......................................................................................... 17
                2.1i       Temporary Reduction of Available Long Term Revolving Credit
                           Commitment.......................................................................................... 17
      2.2       Bid Rate Loans................................................................................................. 17
                2.2a       Bid Rate............................................................................................ 18
                2.2b       Limitations on and Evidence of Bid Rate Loans....................................................... 18
                2.2c       Bid Rate Loan Procedure............................................................................. 18
                2.2d       Bid Rate Loan Interest.............................................................................. 21
                2.2e       Base Rate Option Borrowing in Event of Cancelled Bid Rate
                           Loan Request........................................................................................ 21
      2.3       Swing Line Loans............................................................................................... 22
                2.3a       Swing Line Option................................................................................... 22
                2.3b       Limitations on and Evidence of Swing Line Loans..................................................... 22
                2.3c       Swing Line Loan Procedure........................................................................... 22
                2.3d       Swing Line Loan Interest............................................................................ 22
                2.3e       Risk Participation.................................................................................. 22
                2.3f       Swing Line Loan Account............................................................................. 23
      2.4       Interest Rates, Interest Payment and Certain Provisions Relating to
                Interest and Fees.............................................................................................. 23
                2.4a       Payments of Interest................................................................................ 23
                2.4b       Interest Rate Options............................................................................... 23
                2.4c       Interest Periods; Limitations on Elections.......................................................... 24
                2.4d       Election, Conversion or Renewal of Interest Rate Options............................................ 24
                2.4e       Notification of Election of an Interest Rate Option................................................. 25
                2.4f       Interest After Maturity............................................................................. 25
      2.5       Yield-Protection, Capital Adequacy and Miscellaneous Provisions
                Relating to Euro-Rate.......................................................................................... 25
                2.5a       Yield Protection.................................................................................... 25
                2.5b       Capital Adequacy.................................................................................... 27
                2.5c       Euro-Rate Unascertainable........................................................................... 27
                2.5d       Illegality.......................................................................................... 27
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
<S>             <C>                                                                                                          <C>
      2.6       Fees........................................................................................................... 28
                2.6a       Closing Fee......................................................................................... 28
                2.6b       Short Term Facility Fee............................................................................. 28
                2.6c       Long Term Facility Fee.............................................................................. 28
                2.6d       Agent's Fee......................................................................................... 29
                2.6e       Arrangement Fee..................................................................................... 29
      2.7       Calculation of Interest and Facility Fee....................................................................... 29
      2.8       Extension of Termination Dates................................................................................. 29
                2.8a       Extension of Termination Date....................................................................... 29
                2.8b       Extension of Long Term Revolving Credit Termination Date............................................ 29
      2.9       Substitution or Replacement of a Lender........................................................................ 30
      2.10      Loan Repayment................................................................................................. 30
      2.11      Additional Payments by the Borrower............................................................................ 31
      2.12      Voluntary Reduction of Availability............................................................................ 31
      2.13      Loan Account................................................................................................... 32
      2.14      Payment from Accounts Maintained by Borrower................................................................... 32
      2.15      Time, Place and Manner of Payments............................................................................. 32

ARTICLE III.    REPRESENTATIONS AND WARRANTIES................................................................................. 32
      3.1       Corporate Existence............................................................................................ 33
      3.2       Corporate Authority............................................................................................ 33
      3.3       Enforceability       .......................................................................................... 33
      3.4       No Restrictions, No Default.................................................................................... 33
      3.5       Financial Statements........................................................................................... 33
      3.6       Absence of Litigation.......................................................................................... 34
      3.7       Tax Returns and Payments....................................................................................... 34
      3.8       Pension Plans        .......................................................................................... 34
      3.9       Compliance with Applicable Laws................................................................................ 34
      3.10      Environmental Matters.......................................................................................... 34
      3.11      Governmental Approval.......................................................................................... 35
      3.12      Regulations T, U and X......................................................................................... 35
      3.13      Investment Company Act......................................................................................... 35
      3.14      Public Utility Holding Company Act............................................................................. 35
      3.15      Disclosure..................................................................................................... 35

ARTICLE IV.     AFFIRMATIVE COVENANTS.......................................................................................... 35
      4.1       Use of Proceeds................................................................................................ 35
      4.2       Furnishing Information......................................................................................... 35
      4.3       Visitation..................................................................................................... 37
      4.4       Preservation of Existence; Qualification....................................................................... 37
      4.5       Compliance with Laws and Contracts............................................................................. 38
      4.6       Payment of Taxes and Other Liabilities......................................................................... 38
      4.7       Insurance...................................................................................................... 38
      4.8       Maintenance of Properties...................................................................................... 38
      4.9       Plans and Benefit Arrangement.................................................................................. 38
      4.10      Senior Debt Status............................................................................................. 39

ARTICLE V.      NEGATIVE COVENANTS............................................................................................. 39
      5.1       Dividends, Etc................................................................................................. 39
      5.2       Encumbrances................................................................................................... 39
      5.3       Indebtedness................................................................................................... 39
</TABLE>

                                       ii
<PAGE>   4
<TABLE>
<CAPTION>
<S>             <C>                                                                                                          <C>
      5.4       Acquisitions................................................................................................... 40
      5.5       Sales of Assets................................................................................................ 40
      5.6       Merger......................................................................................................... 40
      5.7       Regulation T, U and X Compliance............................................................................... 40
      5.8       ERISA.......................................................................................................... 41

ARTICLE VI.     CONDITIONS PRECEDENT TO ALL DISBURSEMENTS...................................................................... 41
      6.1       All Disbursements.............................................................................................. 41
                6.1a       No Default.......................................................................................... 41
                6.1b       Representations Correct............................................................................. 41
                6.1c       Disbursement Requirements........................................................................... 41
      6.2       Conditions Precedent to the Initial Disbursement Under the Commitment.......................................... 42

ARTICLE VII.    DEFAULTS....................................................................................................... 43
      7.1       Payment Default................................................................................................ 43
      7.2       Nonpayment of Other Indebtedness............................................................................... 43
      7.3       Insolvency..................................................................................................... 44
                7.3a      Involuntary Proceedings.............................................................................. 44
                7.3b      Voluntary Proceedings................................................................................ 44
      7.4       Termination of Existence....................................................................................... 44
      7.5       Failure to Comply with Covenants............................................................................... 44
                7.5a      Failure to Comply with Article V Covenants and
                          Certain Article IV Covenants......................................................................... 44
                7.5b      Failure to Comply with Other Covenants............................................................... 44
      7.6       Misrepresentation.............................................................................................. 44
      7.7       Adverse Judgments, Etc......................................................................................... 44
      7.8       Invalidity or Unenforceability................................................................................. 45
      7.9       ERISA.......................................................................................................... 45
      7.10      Change of Control.............................................................................................. 45
                7.10a      Change of Beneficial Ownership...................................................................... 45
                7.11b      Change of Composition of Board of Directors......................................................... 45
      7.11      Consequences of an Event of Default............................................................................ 45
      7.12      Remedies Upon Default.......................................................................................... 46

ARTICLE VIII.   AGREEMENT AMONG LENDERS........................................................................................ 46
      8.1       Appointment and Grant of Authority............................................................................. 46
      8.2       Delegation of Duties........................................................................................... 46
      8.3       Reliance by Administrative Agent on Lenders for Funding........................................................ 47
      8.4       Non-Reliance on Administrative Agent........................................................................... 47
      8.5       Responsibility of Administrative Agent and Other Matters....................................................... 47
                8.5a       Ministerial Nature of Duties........................................................................ 47
                8.5b       Limitation of Liability............................................................................. 47
                8.5c       Reliance............................................................................................ 48
      8.6       Actions in Discretion of Administrative Agent; Instructions from the Lenders................................... 48
      8.7       Indemnification................................................................................................ 48
      8.8       Administrative Agent's Rights as a Lender...................................................................... 49
      8.9       Payment to Lenders............................................................................................. 49
      8.10      Pro Rata Sharing............................................................................................... 49
      8.11      Successor Administrative Agent................................................................................. 49
                8.11a      Resignation of Administrative Agent................................................................. 49
                8.11b      Rights of the Former Administrative Agent........................................................... 50
</TABLE>

                                      iii
<PAGE>   5
<TABLE>
<CAPTION>
<S>             <C>                                                                                                          <C>
      8.12.     Notice of Default.............................................................................................. 50
      8.13.     Notices........................................................................................................ 50
      8.14.     Holders of Notes............................................................................................... 50
      8.15.     Calculations................................................................................................... 50
      8.16.     Beneficiaries.................................................................................................. 50

ARTICLE IX.     GENERAL PROVISIONS............................................................................................. 51
      9.1       Amendments and Waivers......................................................................................... 51
      9.2       Expenses....................................................................................................... 52
      9.3       Notices........................................................................................................ 52
                9.3a       Notice to the Borrower.............................................................................. 53
                9.3b       Notice to the Administrative Agent.................................................................. 53
                9.3c       Notice to the Lenders............................................................................... 54
      9.4       Tax Withholding................................................................................................ 54
      9.5       Successors and Assigns......................................................................................... 54
      9.6       Assignments and Participations................................................................................. 55
                9.6a      Assignments.......................................................................................... 55
                9.6b      Assignment Register.................................................................................. 56
                9.6c      Participations....................................................................................... 56
                9.6d      Provisions for Special Purpose Funding Vehicles...................................................... 56
      9.7       Severability................................................................................................... 57
      9.8       Survival....................................................................................................... 57
      9.9       Governing Law.................................................................................................. 57
      9.10      Non-Business Days.............................................................................................. 57
      9.11      Integration.................................................................................................... 58
      9.12      Headings....................................................................................................... 58
      9.13      Set-Off........................................................................................................ 58
      9.14      Consent to Forum............................................................................................... 58
      9.15      Waiver of Jury Trial........................................................................................... 58
      9.16      Indemnity...................................................................................................... 58
      9.17      Counterparts................................................................................................... 59
</TABLE>

                                       iv
<PAGE>   6
                                TABLE OF EXHIBITS
                                -----------------



Name of Exhibit
---------------


Exhibit A - 1   -    Form of Short Term Revolving Credit Note

Exhibit A - 2   -    Form of Long Term Revolving Credit Note

Exhibit B       -    Form of Revolving Credit Loan Request

Exhibit C       -    Form of Bid Rate Note

Exhibit D       -    Form of Bid Rate Quote Request

Exhibit E       -    Form of Bid Rate Quote

Exhibit F       -    Form of Swing Line Note

Exhibit G       -    Form of Compliance Certificate

Exhibit H       -    Form of Opinion of Counsel

Exhibit I       -    Form of Assignment and Assumption Agreement


Schedules
---------

1.                   Existing Credit Facilities

3.8                  Plans

5.2                  Existing Encumbrances Securing Indebtedness

5.3                  Existing Indebtedness

                                       v
<PAGE>   7
                                CREDIT AGREEMENT


                  THIS CREDIT AGREEMENT, dated as of January 5, 2001, by and
among NEW JERSEY NATURAL GAS COMPANY, a New Jersey corporation (the "Borrower"),
the financial institutions listed on the signature pages hereto, and each other
financial institution which, from time to time, becomes a party hereto in
accordance with Subsection 9.6a (individually, a "Lender" and collectively, the
"Lenders"), PNC BANK, NATIONAL ASSOCIATION, a national banking association, as
Administrative Agent for the Lenders (in such capacity the "Administrative
Agent"), SUMMIT BANK, a New Jersey banking corporation, as Syndication Agent,
BANK ONE, NA, a national banking association, as Documentation Agent and PNC
BANK, NATIONAL ASSOCIATION and SUMMIT BANK as the Co-Lead Arrangers (the
"Co-Lead Arrangers").


                                   WITNESSETH:


                  WHEREAS, the Borrower desires to obtain a commitment from each
of the Lenders pursuant to which Loans, in a maximum aggregate principal amount
at any one time outstanding not to exceed $150,000,000, consisting of (i) a
$100,000,000 three-year revolving credit and (ii) a $50,000,000 364 day
revolving credit, will be made to the Borrower from time to time in accordance
with the terms set forth below; and

                  WHEREAS, the Lenders are willing, on the terms and subject to
the conditions hereinafter set forth, to extend such commitment and make such
Loans to the Borrower.

                  NOW, THEREFORE, in consideration of mutual promises contained
herein and other valuable consideration and with the intent to be legally bound
hereby, the parties hereto agree as follows:

ARTICLE I.  DEFINITIONS.

1.1               DEFINED TERMS. As used herein the following terms shall have
the meaning specified unless the context otherwise requires:

                  "Absolute Rate Auction" means a solicitation of Bid Rate
Quotes setting forth Bid Rate Absolute Rates pursuant to Subsection 2.2c.

                  "Adjusted Euro-Rate" means the interest rate relating to the
Euro-Rate Option as described in item (ii) of Subsection 2.4b.

                  "Administrative Agent" has the meaning set forth in the
preamble to this Agreement.

                  "Agent's Fees" means those certain fees for the sole account
of the Administrative Agent set forth in the Agent's Letter.

                  "Agent's Letter" has the meaning set forth in Section 2.6d.
<PAGE>   8
                  "Agreement" means this Credit Agreement together with the
exhibits and schedules hereto and all extensions, renewals, amendments,
modifications, substitutions and replacements hereto and hereof.

                  "Applicable Euro-Rate Margin" means for each Euro-Rate
Portion, a rate per annum equal to the following annualized rates (stated in
terms of basis points) set forth under the relevant column heading below that
correspond to the ratings established by both S&P and Moody's applicable to the
Borrower's Senior Ratings at such date of determination:


<TABLE>
<CAPTION>


                                                APPLICABLE EURO-RATE MARGIN FOR SHORT     APPLICABLE EURO-RATE MARGIN FOR LONG
           SENIOR SECURED DEBT RATING                TERM REVOLVING CREDIT LOANS               TERM REVOLVING CREDIT LOANS
   <S>                                          <C>                                       <C>
   Level 1                                                       29.0                                     27.5
   -------
   Greater than or equal to A+/A1

   Level 2                                                       40.0                                     37.5
   -------
   A-/A3

   Level 3                                                       62.5                                     60.0
   -------
   BBB/Baa2

   Level 4                                                       82.5                                     80.0
   -------
   BBB-/Baa3 or less
</TABLE>

provided, however, that the Applicable Euro-Rate Margin will be increased by
twelve and one-half (12.5) basis points (.125%) (i) for Short Term Revolving
Credit Loans during the period in which more than 33-1/3% of the Short Term
Revolving Credit Commitments are utilized, and (ii) for Long Term Revolving
Credit Loans during the period in which more than 33-1/3% of the Long Term
Revolving Credit Commitments are utilized. For the purposes hereof, the
Commitments shall be deemed to be utilized by the aggregate amount of Loans then
outstanding under such Commitments.

For purposes of determining the Applicable Euro-Rate Margin: (i) if one or both
of Moody's or S&P shall fail to have in effect a Senior Rating for the Borrower,
then such rating agency shall be deemed to have established a Senior Rating in
Level 4, (ii) if the Senior Rating established by Moody's and S&P for the
Borrower shall differ, the pricing shall be based on the higher of the two
Senior Ratings unless one of the Senior Ratings is two or more Levels lower than
the other, in which case the pricing shall be determined by reference to the
Level next above that of the lower of the two Senior Ratings; and (iii) if any
Senior Rating established by Moody's or S&P for the Borrower shall be changed
(other than as a result of a change in the rating system of either Moody's or
S&P), such change shall be effective as of the date on which such change is
first announced by the rating agency making such change.

                  "Applicable Facility Fee Rate" shall means a rate per annum
equal to the following annualized rates (stated in terms of basis points) set
forth under the relevant column heading below that correspond to the ratings
established by both S&P and Moody's applicable to the Borrower's Senior Ratings
at such date of determination:




                                       2
<PAGE>   9
<TABLE>
<CAPTION>

                                                              SHORT TERM                                LONG TERM
           SENIOR SECURED DEBT RATING                        FACILITY FEE                             FACILITY FEE
   <S>                                                       <C>                                      <C>
   Level 1                                                       8.5                                       10.0
   -------
   Greater than or equal to A+/A1
   -------
   Level 2                                                       10.0                                      12.5
   -------
   A-/A3
   -------
   Level 3                                                       12.5                                      15.0
   -------
   BBB/Baa2
   -------
   Level 4                                                       17.5                                      20.0
   -------
   BBB-/Baa3 or less
</TABLE>


For purposes of determining the Applicable Facility Fee Rate: (i) if one or both
of Moody's or S&P shall fail to have in effect a Senior Rating for the Borrower,
then such rating agency shall be deemed to have established a Senior Rating in
Level 4, (ii) if the Senior Rating established by Moody's and S&P for the
Borrower shall differ, the pricing shall be based on the higher of the two
Senior Ratings unless one of the Senior Ratings is two or more Levels lower than
the other, in which case the pricing shall be determined by reference to the
Level next above that of the lower of the two Senior Ratings; and (iii) if any
Senior Rating established by Moody's or S&P for the Borrower shall be changed
(other than as a result of a change in the rating system of either Moody's or
S&P), such change shall be effective as of the date on which such change is
first announced by the rating agency making such change.

                  "Arrangement Fee" means those certain fees for the account of
the Co-Lead Arrangers set forth in the Arrangement Letter.

                  "Arrangement Letter" has the meaning set forth in Section
2.6e.

                  "Assignment and Assumption Agreement" means an Assignment and
Assumption Agreement in the form of Exhibit "I" hereto.

                  "Authorized Officer" means the President, any Vice President,
the Chief Financial Officer, the Treasurer or the principal accounting officer
of the Borrower. The Administrative Agent and the Lenders shall be entitled to
rely on the incumbency certificate delivered pursuant to Section 6.2 for the
initial designation of each Authorized Officer. Additions or deletions to the
list of Authorized Officers may be made by the Borrower at any time by
delivering to the Administrative Agent for redelivery to each Lender a revised
incumbency certificate.

                  "Bank Indebtedness" means the liability of the Borrower to pay
the Loans, the Closing Fee, Facility Fee, the Agent's Fees, the Arrangement Fee,
interest thereon, and the other amounts, including, without limitation,
expenses, due hereunder.

                  "Base Rate" means, for any day, the higher of (i) the sum of
(A) the Federal Funds Effective Rate for such day plus (B) fifty (50) basis
points (.50%) per annum and (ii) the Prime Rate, as of such day.

                                       3
<PAGE>   10
                  "Base Rate Option" means the interest rate option described in
item (i) of Subsection 2.4b.

                  "Base Rate Portion" means a Revolving Credit Loan or a portion
thereof which bears, or is to bear, interest at the Base Rate.

                  "Bid Rate" means the rate or rates of interest from time to
time in effect pursuant to agreements reached between the Borrower and any or
all of the Lenders pursuant to Section 2.2.

                  "Bid Rate Absolute Rate" has the meaning set forth in
Subsection 2.2c(iii)(B)(4).

                  "Bid Rate Interest Period" means any individual period of one
(1) to one hundred eighty (180) days, all determined in accordance with Section
2.2, commencing on the date of the extension of the relevant Bid Rate Loan;
provided, however, that no Bid Rate Interest Period shall extend beyond the
Termination Date.

                  "Bid Rate Loan" means a Disbursement by any Lender pursuant to
Section 2.2.

                  "Bid Rate Margin" has the meaning set forth in Subsection
2.2c(iii)(B)(3).

                  "Bid Rate Notes" means any one or all of the several
promissory notes of the Borrower evidencing Indebtedness of the Borrower under
the Bid Rate Option, which notes are substantially in the form of Exhibit "C" to
this Agreement, together with all extensions, renewals, amendments,
modifications, substitutions and replacements thereto and thereof.

                  "Bid Rate Option" means the interest rate option that may be
agreed upon between the Borrower and one or more of the Lenders pursuant to
Section 2.2 hereof.

                  "Bid Rate Quote" means each offer by a Lender to make a Bid
Rate Loan which offer is substantially in the form of Exhibit "E".

                  "Bid Rate Quote Request" means the written request of the
Borrower for a Bid Rate Loan delivered to the Administrative Agent in accordance
with the provisions of Subsection 2.2c, which request shall be substantially in
the form of Exhibit "D" hereto.

                  "Borrower" has the meaning given it in the preamble to this
Agreement.

                  "Borrowing Date" means the date on which any Disbursements are
to be made hereunder.

                  "Business Day" means, any day other than a Saturday or Sunday
or a legal holiday on which commercial banks are authorized or required to be
closed for business in Pittsburgh, Pennsylvania or New York, New York and, if
the applicable Business Day relates to any Disbursement to which the Euro-Rate
Option or the Bid Rate Margin applies, such day must also be a day on which
dealings are carried on in the London interbank market.

                  "Capital Adequacy Event" shall have the meaning given it in
Subsection 2.5b.

                                       4
<PAGE>   11
                  "Capital Compensation Amount" shall have the meaning given it
in Subsection 2.5b.

                  "Closing" means the execution and delivery of this Agreement
which execution and delivery shall occur at the offices of Tucker Arensberg,
P.C. in Pittsburgh, Pennsylvania, at 10:00 A.M. (eastern time) on January 5,
2001, or such other date and time as is mutually agreeable to the parties
hereto.

                  "Closing Date" means the day on which the Closing occurs.

                  "Closing Fee" means the fee described in Subsection 2.6a.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor legislation thereto, together with all
regulations promulgated and rulings issued thereunder.

                  "Co-Lead Arrangers" has the meaning set forth in the preamble
to this Agreement.

                  "Commitment" means, as to each Lender, the obligation of such
Lender to make Revolving Credit Loans available to the Borrower under such
Lender's Short Term Revolving Credit Commitment and Long Term Revolving Credit
Commitment pursuant to Subsections 2.1a and 2.1c, respectively, in an aggregate
principal amount not to exceed the sum of the amounts set opposite such Lender's
name on the signature pages hereto under the headings "Short Term Revolving
Credit Commitment" and "Long Term Revolving Credit Commitment" (as the same may
be reduced at any time or from time to time pursuant to either Subsection 2.1h,
Subsection 2.1i or Section 2.12) and, as to all Lenders, the obligation of the
Lenders to make Revolving Credit Loans available to the Borrower in an aggregate
amount equal to the Commitments of all of the Lenders.

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

                  "Consolidated" means the consolidation of the accounts of any
two or more Persons in accordance with GAAP.

                  "Consolidated Shareholders' Equity" means the total of those
items enumerated under the heading "Common Shareholders' Equity" in the
Borrower's relevant balance sheets determined on a Consolidated basis in
accordance with GAAP, consistently applied.

                  "Disbursement" means each advance of funds to the Borrower
hereunder whether as a Revolving Credit Loan, a Bid Rate Loan or a Swing Line
Loan.

                  "Dollars" or "$" means the legal tender of the United States
of America.

                  "Encumbrance" means any encumbrance, mortgage, lien, charge,
pledge, security interest, priority payment, conditional sales agreement right,
or other title retention agreement right (including any right under a lease
which, in accordance with GAAP, would be treated as a capitalized item) in, upon
or against any asset of any Person.

                                       5
<PAGE>   12
                  "Environmental Law(s)" means any and all statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or other governmental
restrictions of any Federal, state or local governmental authority relating to
the environment or the release of any materials into the environment, whether
now in existence or hereafter enacted, agreed to, issued or otherwise becoming
effective.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, together with the regulations thereunder, as now in effect and as
hereafter from time to time amended or any successor statute.

                  "ERISA Affiliate" means, as of any date, any member of a
controlled group of corporations of which the Borrower or any Subsidiary is a
member, which, in any event together with the Borrower are treated as of such
date as a single employer under Section 414 of the Code.

                  "Euro-Rate" means, with respect to portions of the Revolving
Credit Loans or Bid Rate Loans to which the Euro-Rate Option or the Bid Rate
Margin applies for any Interest Period, the interest rate per annum determined
by the Administrative Agent by dividing (the resulting quotient rounded upwards,
if necessary, to the nearest 1/100th of 1% per annum) (i) the rate of interest
determined by the Administrative Agent in accordance with its usual procedures
(which determination shall be conclusive, absent manifest error) to be the
average of the London interbank offered rates for U.S. Dollars quoted by the
British Bankers' Association as set forth on Dow Jones Markets Service (formerly
known as Telerate) display page 3750 (or appropriate successor or, if British
Bankers' Association or its successor ceases to provide such quotes, a
comparable replacement determined by the Administrative Agent), two (2) Business
Days prior to the first day of such Interest Period for an amount comparable to
such Loan and having a borrowing date and a maturity comparable to such Interest
Period by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage.
The Euro-Rate may also be expressed by the following formula:

                          Average of London interbank offered
                          rates on Dow Jones Markets Service
                          display page 3750
     Euro-Rate =          as quoted by BBA or appropriate successor
                          ----------------------------------------------
                          1.00 - Euro-Rate Reserve Percentage

                  "Euro-Rate Auction" means a solicitation of Bid Rate Quotes
setting forth Bid Rate Margins pursuant to Subsection 2.2c.

                  "Euro-Rate Interest Period" means, subject to the provisions
of Subsection 2.4c, any individual period of one (1), two (2), three (3) or six
(6) months selected by the Borrower commencing on the Borrowing Date, conversion
date or renewal date of a Euro-Rate Portion or a Bid Rate Loan to which the Bid
Rate Margin applies, in either case, to which such period shall apply.

                  "Euro-Rate Option" means the interest rate option described in
item (ii) of Subsection 2.4b.

                  "Euro-Rate Portion" means a Revolving Credit Loan, or portion
thereof, which bears, or is to bear, interest at the Adjusted Euro-Rate.

                                       6
<PAGE>   13
                  "Euro-Rate Reserve Percentage" means the maximum effective
percentage (expressed as a decimal, rounded upward to the nearest 1/100th of
1%), as determined in good faith by the Administrative Agent (which
determination shall be conclusive), which is in effect on such day as prescribed
by the Board of Governors of the Federal Reserve System (or any successor) for
determining the reserve requirements (including, without limitation,
supplemental, marginal and emergency reserve requirements) with respect to
Eurocurrency funding (currently referred to as "Eurocurrency liabilities").

                  "Event of Default" has the meaning given it in Article VII.

                  "Existing Credit Facilities" means those credit facilities
evidenced by the loan and credit agreements identified on Schedule 1 attached
hereto and made a part hereof.

                  "Facility Fee" means the Short Term Facility Fee and Long Term
Facility Fee.

                  "Federal Funds Effective Rate" means, for any day, the rate
per annum (based on a year of 360 days and the actual days elapsed and rounded
upward to the nearest 1/100th of 1%) announced by the Federal Reserve Bank of
New York (or any successor) on such day as being the weighted average of the
rates on overnight federal funds transactions arranged by federal funds brokers
on the previous trading day, as computed and announced by Federal Reserve Bank
New York (or any successor) in substantially the same manner as such Federal
Reserve Bank computes and announces the weighted average it refers to as the
"Federal Funds Effective Rate" as of the date of this Agreement; provided, if
such Federal Reserve Bank (or its successor) does not announce such rate on any
day, the "Federal Funds Effective Rate" for such day shall be the Federal Funds
Effective Rate for the last day for which such rate was announced.

                  "Fees" means collectively the Agent's Fees, the Closing Fee,
the Arrangement Fee and the Facility Fees.

                  "Fiscal Quarter" means the three month fiscal period of the
Borrower beginning on each October 1, January 1, April 1 and July 1 and ending
on the succeeding December 31, March 31, June 30 and September 30.

                  "Fiscal Year" means each fiscal period of the Borrower
beginning October 1 and ending on the succeeding September 30.

                  "GAAP" means generally accepted accounting principles which
shall include, but not be limited to, the official interpretations thereof as
defined by the Financial Accounting Standards Board, its predecessors and its
successors.

                  "Governmental Authority" means the government of the United
States or the government of any state or locality therein, any political
subdivision or any governmental, quasi-governmental, judicial, public or
statutory instrumentality, authority, body or entity, or other regulatory
bureau, authority, body or entity of the United States or any state or locality
therein, including the Federal Deposit Insurance Corporation, the Office of the
Comptroller of the Currency and the Board of Governors of the Federal Reserve
System, and any central bank of any other country or any comparable authority.

                                       7
<PAGE>   14
                  "Governmental Rule" means any law, statute, rule, regulation,
ordinance, order, judgment, guideline or decision of any Governmental Authority.

                  "Granting Lender" has the meaning given it in Subsection 9.6d.

                  "Guaranty" or "Guarantee" means any obligation, direct or
indirect, by which a Person undertakes to guaranty, assume or remain liable for
the payment or performance of another Person's obligations, including but not
limited to (i) endorsements of negotiable instruments, (ii) discounts with
recourse, (iii) agreements to pay or perform upon a second Person's failure to
pay or perform, (iv) remaining liable on obligations assumed by a second Person,
(v) agreements to maintain the capital, working capital solvency or general
financial condition of a second Person and (vi) agreements for the purchase or
other acquisition of products, materials, supplies or services, if in any case
payment therefor is to be made regardless of the non-delivery of such products,
materials or supplies or the non-furnishing of such services.

                  "Hazardous Substances" means any (i) hazardous, toxic or
polluting substances or wastes as defined by any Environmental Law or (ii)
petroleum products.

                  "Hedging Obligations" means, with respect to any Person, all
liabilities of such Person under interest rate swap agreements, interest rate
cap agreements and interest rate collar agreements, and all other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates or currency exchange rates.

                  "Indebtedness" as applied to any Person means, without
duplication, all liabilities of such Person for borrowed money (other than trade
accounts payable arising in the ordinary course of business), direct or
contingent, whether evidenced by a bond, note, debenture or otherwise, and all
obligations and liabilities in the nature of a capitalized lease obligation,
deferred purchase price arrangement, title retention device, letter of credit
obligation, Hedging Obligations, reimbursement agreement, Guaranty, book entry
or otherwise.

                  "Interest Period" means any or all of a Euro-Rate Interest
Period, a Bid Rate Interest Period or a Swing Line Interest Period.

                  "Invitation for Bid Rate Quotes" means the written
solicitation by the Administrative Agent for Bid Rate Quotes delivered to the
Lenders in accordance with the provisions of Subsection 2.2c.

                  "Lender" has the meaning given in the preamble to this
Agreement.

                  "Loan" means with respect to any Lender or the Administrative
Agent as of any date, the aggregate amount of all Disbursements then outstanding
from such Lender or the Administrative Agent to the Borrower hereunder as of
such date.

                  "Loan Account" means the individual loan account maintained by
each Lender as more fully described in Section 2.13.

                  "Loan Documents" means collectively this Agreement, the Notes
and any other documents furnished in connection herewith.

                                       8
<PAGE>   15
                  "Long Term Facility Fee" means the fee described in Subsection
2.6c.

                  "Long Term Revolving Credit Commitment" means, as to each
Lender, the obligation of such Lender to make Long Term Revolving Credit Loans
available to the Borrower pursuant to Subsection 2.1c in an aggregate principal
amount not to exceed the applicable amount set opposite such Lender's name on
the signature pages hereto (as the same may be reduced at any time or from time
to time pursuant to either Subsection 2.1i or Section 2.12) and, as to all
Lenders, the obligation of the Lenders to make Long Term Revolving Credit Loans
available to the Borrower in an aggregate amount equal to the Long Term
Revolving Credit Commitments of all of the Lenders.

                  "Long Term Revolving Credit Commitment Percentage" means, as
to each Lender, the percentage of the Long Term Revolving Credit Commitment set
forth opposite such Lender's name on the signature pages hereto.

                  "Long Term Revolving Credit Extension Agreement" has the
meaning given it in Subsection 2.8b.

                  "Long Term Revolving Credit Extension Date" has the meaning
given it in Subsection 2.8b.

                  "Long Term Revolving Credit Loans" means Disbursements by a
Lender pursuant to Subsection 2.1c.

                  "Long Term Revolving Credit Notes" means any one or all of the
several promissory notes of the Borrower evidencing Indebtedness of the Borrower
under the Long Term Revolving Credit Commitment which notes are substantially in
the form of Exhibit "A-2" to the Agreement, together with all extensions,
renewals, amendments, modifications, substitutions and replacements thereto and
thereof.

                  "Long Term Revolving Credit Termination Date" means January 5,
2004, or such later date as is determined pursuant to Subsection 2.8b.

                  "Margin Stock" is defined herein as defined in Regulation U.

                  "Material Adverse Change" shall mean any set of circumstances
or events which (a) has or could reasonably be expected to have any material
adverse effect upon the validity or enforceability of this Agreement or any of
the other Loan Documents, (b) is or could reasonably be expected to be material
and adverse to the business, properties, assets, financial condition or results
of operations of the Borrower and its Subsidiaries, taken as a whole, (c)
impairs materially or could reasonably be expected to impair materially the
ability of the Borrower and its Subsidiaries taken as a whole to duly and
punctually pay their Indebtedness, or (d) impairs materially or could reasonably
be expected to impair materially the ability of the Administrative Agent or any
of the Lenders to enforce their legal remedies pursuant to this Agreement or any
other Loan Document.

                  "Material Adverse Effect" means, with respect to any Person
relative to any occurrence of whatever nature (including, without limitation,
any adverse determination in any litigation, arbitration or governmental
investigation or proceeding), an effect that results in or causes or has a
reasonable likelihood of resulting in or causing a Material Adverse Change.

                                       9
<PAGE>   16
                  "Moody's" means Moody's Investors Service, Inc. and its
successors.

                  "Mortgage Indenture" means that certain Indenture of Mortgage
and Deed of Trust dated April 1, 1952 from the Borrower to BNY Midwest Trust
Company, as successor to Harris Trust and Savings Bank, Trustee, as heretofore
and hereafter amended, modified and supplemented.

                  "Note" means any one or all of the several Revolving Credit
Notes, Bid Rate Notes or the Swing Line Note.

                  "Notice of Bid Rate Borrowing" has the meaning set forth in
Subsection 2.2c(v).

                  "Option" means any one or more of the Base Rate Option, the
Euro-Rate Option, the Bid Rate Option or the Swing Line Option.

                  "Participant" means any financial institution or other Person
to which a Lender sells a Participation in its Loan.

                  "Participation" means the sale by a Lender to any Participant
of an undivided interest in all or any part of such Lender's Loan.

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

                  "Permitted Encumbrance" shall mean, as to any Person, any of
the following:

                           (i) Encumbrances for taxes, assessments, governmental
                  charges or levies on any of such Person's properties, which
                  taxes, assessments, governmental charges or levies are at the
                  time not due and payable or if they can thereafter be paid
                  without penalty or are being contested in good faith by
                  appropriate proceedings diligently conducted and with respect
                  to which the affected Person has created adequate reserves;

                           (ii) Pledges or deposits to secure payment of
                  workers' compensation obligations, unemployment insurance,
                  deposits or indemnities to secure public or statutory
                  obligations or for similar purposes;

                           (iii) Encumbrances arising out of judgments or awards
                  against such Person but only to the extent that the creation
                  of any such encumbrance shall not be an event or condition
                  which, with or without notice or lapse of time or both, would
                  cause the Borrower to be in violation of Section 7.7;

                           (iv) Mechanics', carriers', workmen's, repairmen's
                  and other similar statutory Encumbrances incurred in the
                  ordinary course of such Person's business, so long as the
                  obligation secured is not overdue or, if overdue, is being
                  contested in good faith by appropriate actions or proceedings
                  diligently conducted;

                           (v) Security interests in favor of lessors of
                  personal property, which property is the subject of a true
                  lease between such lessor and such Person;

                                       10
<PAGE>   17
                           (vi) Encumbrances securing Indebtedness existing on
                  the Closing Date (and any refinancings of such Indebtedness)
                  without enlargement or extension of the Indebtedness secured
                  thereby or the assets encumbered thereby (any such Encumbrance
                  securing Indebtedness in excess of $5,000,000 on the Closing
                  Date is listed on Schedule 5.2);

                           (vii) Easements, rights-of-way, restrictions, leases
                  or subleases to others or other similar Encumbrances created
                  in the ordinary course of business which Encumbrances do not
                  interfere in any material respect with the ordinary conduct of
                  the business of the Borrower and its Subsidiaries;

                           (viii) Encumbrances securing (i) the non-delinquent
                  performance of bids, trade contracts (other than for borrowed
                  money), leases, statutory obligations, (ii) contingent
                  obligations on surety and appeal bonds, and (iii) other
                  non-delinquent obligations of a like nature; in each case,
                  incurred in the ordinary course of business, provided all such
                  Encumbrances in the aggregate would not (even if enforced)
                  cause a Material Adverse Effect; and

                           (ix) Encumbrances securing Indebtedness under the
                  Mortgage Indenture (and any refinancings of such Indebtedness)
                  and any additional Indebtedness issued under the Mortgage
                  Indenture, subject to the limits set forth in Subsection
                  5.3(iii).

                  "Person" means any individual, partnership, corporation,
trust, joint venture, banking association, unincorporated organization or any
other entity or enterprise or government or department or agency thereof.

                  "Plan" means an employee pension benefit plan (other than a
multiemployer plan) which is maintained by the Borrower or any ERISA Affiliate
for employees of the Borrower or any ERISA Affiliate and which is covered by
Title IV of ERISA or subject to the minimum funding standards under Section 302
of ERISA and Section 412 of the Code.

                  "Portion" means either the Base Rate Portion, the Euro-Rate
Portion, or all of the foregoing, as the case may be.

                  "Potential Default" means an event which, with the passage of
time or the giving of notice or both, shall be an Event of Default.

                  "Prime Rate" means the interest rate per annum announced from
time to time by the PNC Bank, National Association as its prime rate, which rate
may not be the lowest rate of interest then being charged by the PNC Bank,
National Association to its commercial borrowers.

                  "Purchasing Lender" has the meaning given it in Subsection
9.6a.

                  "Ratable Share" shall mean (i) as to amounts due to or from
any Lender (A) with respect to advances from or repayments to the Lenders under
the Short Term Revolving Credit Commitment, each such Lender's Short Term
Revolving Credit Commitment Percentage of such advances or repayments and (B)
with respect to advances from or repayment to the Lenders under the Long Term
Revolving Credit Commitment, each such Lender's Long Term


                                       11
<PAGE>   18
Revolving Credit Commitment Percentage of such advances or repayments, and (ii)
with respect to all Fees or costs due the Lenders hereunder, an amount equal to
each such Lender's (A) Short Term Revolving Credit Commitment Percentage of the
date of determination, or (B) Long Term Revolving Credit Commitment Percentage
at the date of determination as the case may be.

                  "Register" has the meaning given it in Subsection 9.6b.

                  "Regulation D" means Regulation D promulgated by the Board of
Governors of the Federal Reserve System (12 C.F.R. Part 204 et seq.) as such
regulation is now in effect and as may hereafter be amended.

                  "Regulation T" means Regulation T promulgated by the Board of
Governors of the Federal Reserve System (12 C.F.R. Part 220 et seq.) as such
regulation is now in effect and as may hereafter be amended.

                  "Regulation U" means Regulation U promulgated by the Board of
Governors of the Federal Reserve System (12 C.F.R. Part 221 et seq.) as such
regulation is now in effect and as may hereafter be amended.

                  "Regulation X" means Regulation X promulgated by the Board of
Governors of the Federal Reserve System (12 C.F.R. Part 224 et seq.) as such
regulation is now in effect and as may hereafter be amended.

                  "Reportable Event" means any one or more event, defined in
Section 4043(b) of ERISA and in 29 C.F.R. Part 2615, other than an event for
which the requirement for the thirty (30) day notice to the PBGC is waived.

                  "Required Lenders" means as of a particular date (i) prior to
the termination of the Commitments, the Lenders whose Ratable Shares aggregate
at least fifty-one percent (51%) of the aggregate Ratable Shares of all the
Lenders and (ii) after the termination of the Commitments, fifty-one (51%) of
the aggregate principal amount of the Loans at the particular time outstanding.

                  "Revolving Credit" means the Short Term Revolving Credit and
the Long Term Revolving Credit.

                  "Revolving Credit Loan Request" means a written request for
Revolving Credit Loans made in accordance with Section 2.1f hereof which request
shall be substantially in the form of Exhibit "B" hereto.

                  "Revolving Credit Loans" means Disbursements by a Lender
pursuant to Section 2.1.

                  "Revolving Credit Notes" means any one or all of the several
promissory notes of the Borrower evidencing Indebtedness of the Borrower under
the Revolving Credit which notes are substantially in the form of either Exhibit
"A-1" or Exhibit "A-2" to the Agreement, together with all extensions, renewals,
amendments, modifications, substitutions and replacements thereto and thereof.

                                       12
<PAGE>   19
                  "S&P" means Standard & Poor's Rating Group, a division of The
McGraw-Hill Companies, Inc. and its successors.

                  "Senior Ratings" means, with respect to any Person, if such
Person has a long term senior secured public debt rating, such long term senior
secured public debt ratings in effect from time to time as assigned by Moody's
and S&P.

                  "Short Term Facility Fee" means the fee described in
Subsection 2.6b.

                  "Short Term Revolving Credit Commitment" means, as to each
Lender, the obligation of such Lender to make Short Term Revolving Credit Loans
available to the Borrower pursuant to Subsection 2.1a in an aggregate principal
amount not to exceed the applicable amount set opposite such Lender's name on
the signature pages hereto (as the same may be reduced at any time or from time
to time pursuant to either Subsection 2.1h or Section 2.12) and, as to all
Lenders, the obligation of the Lenders to make Short Term Revolving Credit Loans
available to the Borrower in an aggregate amount equal to the Short Term
Revolving Credit Commitments of all of the Lenders.

                  "Short Term Revolving Credit Commitment Percentage" means, as
to each Lender, the percentage of the Short Term Revolving Credit Commitment set
forth opposite such Lender's name on the signature pages hereto.

                  "Short Term Revolving Credit Extension Agreement" has the
meaning given it in Subsection 2.8a.

                  "Short Term Revolving Credit Extension Date" has the meaning
given it in Subsection 2.8a.

                  "Short Term Revolving Credit Loans" means Disbursements by a
Lender pursuant to Subsection 2.1a.

                  "Short Term Revolving Credit Notes" means any one or all of
the several promissory notes of the Borrower evidencing Indebtedness of the
Borrower under the Short Term Revolving Credit Commitment which notes are
substantially in the form of Exhibit "A-1" to the Agreement, together with all
extensions, renewals, amendments, modifications, substitutions and replacements
thereto and thereof.

                  "Short Term Revolving Credit Termination Date" means January
4, 2002, or such later date as is determined pursuant to Subsection 2.8a.

                  "SPC" has the meaning given it in Subsection 9.6d.

                  "Subsidiary" means, as to any Person, any corporation of which
at least a majority of the outstanding stock having by the terms thereof
ordinary voting power to elect a majority of the Board of Directors of such
corporation is at the time directly or indirectly owned or controlled by such
Person and/or by one or more Subsidiaries of such Person.

                  "Swing Line Interest Rate" means as to each Swing Line Loan
the rate of interest agreed upon by the Administrative Agent and the Borrower
pursuant to Section 2.3d.

                                       13
<PAGE>   20
                  "Swing Line Interest Period" means any individual period of
one (1) to seven (7) days; provided, however, no Swing Line Interest Period will
extend beyond the Short Term Revolving Credit Termination Date.

                  "Swing Line Loan" shall mean a Disbursement made by the
Administrative Agent to the Borrower pursuant to Section 2.3.

                  "Swing Line Loan Account" shall mean the sub-account opened
and maintained by the Administrative Agent in the name of the Borrower pursuant
to Section 2.13 and Section 2.3f.

                  "Swing Line Note" shall mean the promissory note of the
Borrower evidencing Indebtedness of the Borrower under the Swing Line Option
which note is substantially in the form of Exhibit "F" to the Agreement,
together with all extensions, renewals, amendments, modifications, substitutions
and replacements thereto and thereof.

                  "Swing Line Option" shall mean the loan option between the
Borrower and the Administrative Agent pursuant to Section 2.3.

                  "Termination Date" means either the Short Term Revolving
Credit Termination Date or the Long Term Revolving Credit Termination Date.

                  "Termination Proceedings" means any action taken by the PBGC
under ERISA to terminate any plan.

                  "Transfer Effective Date" has the meaning given it in each
respective Assignment and Assumption Agreement.

                  "Transferor Lender" has the meaning given it in Subsection
9.6a.

1.2               GAAP DEFINITIONS. Accounting terms used herein but not defined
herein shall have the meanings ascribed to them under GAAP in effect at the time
of the execution of this Agreement.

1.3               OTHER DEFINITIONAL CONVENTIONS AND RULES OF CONSTRUCTION. (i)
The words "hereof", "herein" and "hereunder" and words of similar import when
used in this Agreement shall, unless otherwise expressly specified, refer to
this Agreement as a whole and not to any particular provision of this Agreement,
and Article, Section and Subsection references are to this Agreement unless
otherwise expressly specified.

                  (ii) All terms defined in this Agreement in the singular shall
         have comparable meanings when used in plural, and vice versa, unless
         otherwise specified.

                  (iii) The word "or" as used herein shall mean and connote
         nonexclusive alternatives, unless expressly stated or the context
         clearly requires otherwise.

                  (iv) Captions, headings and Articles, Section and Subsection
         references used in this Agreement are for convenience only and shall
         not, and are not intended to, in any way or manner affect the scope or
         intent of this Agreement or of any provisions or subdivisions hereof.


                                       14
<PAGE>   21

ARTICLE II.  THE LOANS

       2.1  THE REVOLVING CREDIT

       2.1a SHORT TERM REVOLVING CREDIT LOANS. Subject to the terms and
conditions hereof and relying upon the representations and warranties herein set
forth, each Lender severally agrees to make Short Term Revolving Credit Loans to
the Borrower at any time from time to time on or after the date hereof to, but
not including, the Short Term Revolving Credit Termination Date, provided that
the aggregate principal amount of each Lender's Short Term Revolving Credit
Loans outstanding hereunder to the Borrower shall not exceed at any one time an
amount equal to such Lender's Short Term Revolving Credit Commitment Percentage
of the sum of (i) the aggregate amount of Short Term Revolving Credit
Commitments then in effect (the "Short Term Revolving Credit"), minus (ii) the
principal amount of Swing Line Loans then outstanding. Within such limits of
time and amount and subject to the other provisions of this Agreement, the
Borrower may borrow, repay and reborrow pursuant to this Section 2.1a. The
aggregate amount of the Short Term Revolving Credit Commitments on the Closing
Date is $50,000,000. All Short Term Revolving Credit Loans outstanding on the
Short Term Revolving Credit Termination Date shall become due and payable in
full on such date.

       2.1b SHORT TERM REVOLVING CREDIT COMMITMENT OF EACH LENDER. Each Lender
agrees, for itself only, and subject to the terms and conditions of this
Agreement, to make Short Term Revolving Credit Loans to the Borrower from time
to time not to exceed an aggregate principal amount at any one time outstanding
equal to the amount of its respective Short Term Revolving Credit Commitment
Percentage of the Short Term Revolving Credit. The obligations of each Lender
hereunder are several. The failure of any Lender to perform its obligations
hereunder shall not affect the obligations of the Borrower, or any other Lender,
to any other party nor shall the Borrower, or any other Lender, be liable for
the failure of such Lender to perform its obligations hereunder. The Lenders
shall have no obligation to make Short Term Revolving Credit Loans hereunder on
or after the Short Term Revolving Credit Termination Date.

       2.1c LONG TERM REVOLVING CREDIT LOANS. Subject to the terms and
conditions hereof and relying upon the representations and warranties herein set
forth, each Lender severally agrees to make Long Term Revolving Credit Loans to
the Borrower at any time from time to time on or after the date hereof to, but
not including, the Long Term Revolving Credit Termination Date, provided that
the aggregate principal amount of each Lender's Long Term Revolving Credit Loans
outstanding hereunder to the Borrower shall not exceed at any one time an amount
equal to such Lender's Long Term Revolving Credit Commitment Percentage of the
sum of (i) the aggregate amount of Long Term Revolving Credit Commitments then
in effect (the "Long Term Revolving Credit"), minus (ii) the principal amount of
Bid Rate Loans then outstanding. Within such limits of time and amount and
subject to the other provisions of this Agreement, the Borrower may borrow,
repay and reborrow pursuant to this Section 2.1c. The aggregate amount of the
Long Term Revolving Credit Commitments on the Closing Date is $75,000,000. All
Long Term Revolving Credit Loans outstanding on the Long Term Revolving Credit
Termination Date shall become due and payable in full on such date.

       2.1d LONG TERM REVOLVING CREDIT COMMITMENT OF EACH LENDER. Each Lender
agrees, for itself only, and subject to the terms and conditions of this
Agreement, to make Long

                                       15
<PAGE>   22

Term Revolving Credit Loans to the Borrower from time to time not to exceed an
aggregate principal amount at any one time outstanding equal to the amount of
its respective Long Term Revolving Credit Commitment Percentage of the Long Term
Revolving Credit. The obligations of each Lender hereunder are several. The
failure of any Lender to perform its obligations hereunder shall not affect the
obligations of the Borrower, or any other Lender, to any other party nor shall
the Borrower, or any other Lender, be liable for the failure of such Lender to
perform its obligations hereunder. The Lenders shall have no obligation to make
Long Term Revolving Credit Loans hereunder on or after the Long Term Revolving
Credit Termination Date.

       2.1e REVOLVING CREDIT NOTES. The obligation of the Borrower to repay, on
or before the Short Term Revolving Credit Termination Date, the aggregate unpaid
principal amount of all Short Term Revolving Credit Loans shall be evidenced by
the several Short Term Revolving Credit Notes, each substantially in the form of
Exhibit "A-1" hereto, drawn by the Borrower to the order of a Lender in the
maximum amount of such Lender's Short Term Revolving Credit Commitment. The
principal amount actually due and owing to a Lender at any time under its Short
Term Revolving Credit Note shall be the then aggregate unpaid principal amount
of all Short Term Revolving Credit Loans made by such Lender as shown on the
Loan Account established and maintained by such Lender in accordance with
Section 2.13. The obligation of the Borrower to repay, on or before the Long
Term Revolving Credit Termination Date, the aggregate unpaid principal amount of
all Long Term Revolving Credit Loans shall be evidenced by the several Long Term
Revolving Credit Notes, each substantially in the form of Exhibit "A-2" hereto,
drawn by the Borrower to the order of a Lender in the maximum amount of such
Lender's Long Term Revolving Credit Commitment. The principal amount actually
due and owing to a Lender at any time under its Long Term Revolving Credit Note
shall be the then aggregate unpaid principal amount of all Long Term Revolving
Credit Loans made by such Lender as shown on the Loan Account established and
maintained by such Lender in accordance with Section 2.13. Each Revolving Credit
Note shall be dated the date hereof and shall be delivered to the Administrative
Agent on behalf of the Lenders on such date.

       2.1f REVOLVING CREDIT LOAN REQUEST. Except as otherwise provided herein,
the Borrower may from time to time prior to the Termination Date request the
Lenders to make Revolving Credit Loans to the Borrower by the delivery to the
Administrative Agent, not later than 11:00 A.M. (eastern time) (i) three (3)
Business Days prior to the proposed Borrowing Date with respect to the making of
Revolving Credit Loans to which the Euro-Rate Option applies for any Revolving
Credit Loans; and (ii) on the Business Day of the proposed Borrowing Date with
respect to the making of a Revolving Credit Loan to which the Base Rate Option
applies of a duly completed request therefor substantially in the form of
Exhibit "B" hereto or a request by telephone immediately confirmed in writing by
letter or facsimile in such form (each, a "Revolving Credit Loan Request"), it
being understood that the Administrative Agent may rely on the authority of any
person making such a telephonic request without the necessity of receipt of such
written confirmation. Each Revolving Credit Loan Request shall be irrevocable
and shall specify (i) whether the proposed Disbursement is under the Short Term
Revolving Credit or the Long Term Revolving Credit; (ii) the proposed Borrowing
Date; (iii) the aggregate amount of the proposed Revolving Credit Loans to be
made on such Borrowing Date, which amount, as to Base Rate Portions, shall be in
integral multiples of $100,000 and not less than $1,000,000 and, as to Euro-Rate
Portions, shall be in integral multiples of $1,000,000 and not less than
$3,000,000; (iv) whether the Euro-Rate Option or the Base Rate Option shall
apply to the proposed Revolving Credit Loans to be made on such Borrowing Date;
and (v) in the case of Revolving Credit Loans to which the Euro-Rate Option
applies, an appropriate Euro-Rate

                                       16
<PAGE>   23
Interest Period for each Euro-Rate Portion of the Revolving Credit Loans to be
made on such Borrowing Date.

       2.1g MAKING REVOLVING CREDIT LOANS. The Administrative Agent shall,
promptly after receipt by it of a Revolving Credit Loan Request pursuant to
Section 2.1f (but not later than noon (eastern time) on the Borrowing Date for
same day funding and 2:00 P.M. (eastern time) on the third Business Day
preceding any Borrowing Date for which any Portion of the Revolving Credit Loans
to be made on such Borrowing Date bears interest at the Euro-Rate Option),
notify the Lenders of its receipt of such Revolving Credit Loan Request
specifying: (i) whether the proposed Disbursement is under the Short Term
Revolving Credit or the Long Term Revolving Credit; (ii) the proposed Borrowing
Date and the time and method of disbursement of such Revolving Credit Loan;
(iii) the amount and type of such Revolving Credit Loan and the applicable
Euro-Rate Portions and Euro-Rate Interest Periods (if any); and (iv) the
apportionment among the Lenders of the Revolving Credit Loans as determined by
the Administrative Agent in accordance with Section 2.1b or 2.1d hereof, as
applicable. Each Lender shall remit the principal amount of each Revolving
Credit Loan to the Administrative Agent such that the Administrative Agent is
able to, and the Administrative Agent shall, to the extent the Lenders have made
funds available to it for such purpose, fund such Revolving Credit Loan to the
Borrower in Dollars and immediately available funds at the principal office of
the Administrative Agent in Pittsburgh, Pennsylvania prior to 2:00 P.M. (eastern
time) on the Borrowing Date, provided that if any Lender fails to remit such
funds to the Administrative Agent in a timely manner, or any Lender fails to
advise the Administrative Agent of its intention not to fund, then the
Administrative Agent may elect in its sole discretion to fund with its own funds
the Revolving Credit Loan of such Lender on the Borrowing Date, subject to the
provisions of Section 8.3 below.

       2.1h TEMPORARY REDUCTION OF AVAILABLE SHORT TERM REVOLVING CREDIT
COMMITMENT. While each Swing Line Loan advanced pursuant to Section 2.3 is
outstanding, the principal amount available to be borrowed under the aggregate
Short Term Revolving Credit Commitment shall be reduced by an amount equal to
the principal amount of each such Swing Line Loan then outstanding, and the
Short Term Revolving Credit Commitments shall be deemed to be utilized in the
amount of such Swing Line Loans for the purposes of determining the then
Applicable Euro-Rate Martin with respect to Short Term Revolving Credit Loans.
The foregoing notwithstanding, each Lender shall remain responsible for funding
its Short Term Revolving Credit Commitment Percentage of the Short Term
Revolving Credit Loans. Such reduction shall not affect the calculation of the
Short Term Facility Fee.

       2.1i TEMPORARY REDUCTION OF AVAILABLE LONG TERM REVOLVING CREDIT
COMMITMENT. While each Bid Rate Loan advanced pursuant to Section 2.2 is
outstanding, the principal amount available to be borrowed under the aggregate
Long Term Revolving Credit Commitment shall be reduced by an amount equal to the
principal amount of each such Bid Rate Loan then outstanding, and the Long Term
Revolving Credit Commitments shall be deemed to be utilized in the amount of
such Bid Rate Loans for the purposes of determining the then Applicable
Euro-Rate Margin with respect to Long Term Revolving Credit Loans. The foregoing
notwithstanding, each Lender shall remain responsible for funding its Long Term
Revolving Credit Commitment Percentage of the Long Term Revolving Credit Loans.
Such reduction shall not affect the calculation of the Long Term Facility Fee.

       2.2  BID RATE LOANS.

                                       17
<PAGE>   24

       2.2a BID RATE. Subject to the provisions of this Section 2.2, each Lender
severally agrees that the Borrower may request Bid Rate Loans, in an aggregate
amount at any one time outstanding not to exceed the lesser of (i) $50,000,000
and (ii) the sum of (a) the aggregate Long Term Revolving Credit Commitment
minus (b) the aggregate principal amount of all Long Term Revolving Credit Loans
then outstanding, which shall bear interest at the Bid Rate Option. In
connection with the Bid Rate Option, any Lender may make an advance in excess of
such Lender's Long Term Revolving Credit Commitment.

       2.2b LIMITATIONS ON AND EVIDENCE OF BID RATE LOANS. Except as provided
under Subsection 2.2c(vi), each Bid Rate Loan or repayment of a Bid Rate Loan
must be in the minimum principal amount of $5,000,000 or, if in excess of
$5,000,000 in integral multiples of $1,000,000. The obligation of the Borrower
to repay, prior to the Long Term Revolving Credit Termination Date, the
aggregate unpaid principal amount of such Bid Rate Loans advanced by each Lender
shall be evidenced by the Bid Rate Notes substantially in the form of Exhibit
"C" hereto, one made payable to each Lender in a face amount equal to the
aggregate Long Term Revolving Credit Commitments of all of the Lenders, which
Bid Rate Notes must be properly completed and executed by Borrower and delivered
to the Administrative Agent on behalf of each Lender prior to the initial
Disbursement of any Bid Rate Loan. The principal amount actually due and owing
each Lender shall be the aggregate unpaid principal amount of all Disbursements
of Bid Rate Loans made by such Lender, all as shown on such Lender's Loan
Account established pursuant to Section 2.13.

       2.2c BID RATE LOAN PROCEDURE.

                           (i) Bid Rate Loan Request. When the Borrower wishes
         to request offers to make Bid Rate Loans under this Section, it shall
         transmit to the Administrative Agent by telex or facsimile transmission
         a Bid Rate Quote Request substantially in the form of Exhibit "D"
         hereto so as to be received no later than 11:00 A.M. (eastern time) on
         (x) the fourth (4th) Business Day prior to the date of Disbursement
         proposed therein, in the case of a Euro-Rate Auction or (y) the
         Business Day next preceding the date of Disbursement proposed therein,
         in the case of an Absolute Rate Auction (or, in either case, such other
         time or date as the Borrower and the Administrative Agent shall have
         mutually agreed and shall have informed the Lenders of not later than
         the date of the Bid Rate Quote Request for the first Euro-Rate Auction
         or Absolute Rate Auction for which such change is to be effective)
         specifying:

                               (A) the proposed date of Disbursement, which
                     shall be a Business Day,

                               (B) the aggregate amount of such Disbursement,
                     which shall be $5,000,000 or a larger multiple of
                     $1,000,000,

                               (C) the duration of the Interest Period
                     applicable thereto, subject to the provisions of the
                     definition of Interest Period, and

                               (D) whether the Bid Rate Quotes requested are to
                     set forth a Bid Rate Margin or a Bid Rate Absolute Rate.

The Borrower may request offers to make Bid Rate Loans for more than one
Interest Period in a single Bid Rate Quote Request.

                                       18
<PAGE>   25

                           (ii) Invitation for Bid Rate Quotes. Promptly upon
         receipt of a Bid Rate Quote Request, the Administrative Agent shall
         send to the Lenders by telex or facsimile transmission an Invitation
         for Bid Rate Quotes, which shall constitute an invitation by the
         Borrower to each Lender to submit Bid Rate Quotes offering to make the
         Bid Rate Loans to which such Bid Rate Quote Request relates in
         accordance with this Subsection.

                           (iii) Submission and Contents of Bid Rate Quotes. (A)
         Each Lender may submit a Bid Rate Quote containing an offer or offers
         to make Bid Rate Loans in response to any Bid Rate Quote Request. Each
         Bid Rate Quote must comply with the requirements of this paragraph
         (iii) and must be submitted to the Administrative Agent by telex or
         facsimile transmission at its offices specified in or pursuant to
         Section 9.3 not later than (x) 9:45 A.M. (eastern time) on the third
         Business Day prior to the proposed date of Disbursement, in the case of
         a Euro-Rate Auction or (y) 9:45 A.M. (eastern time) on the proposed
         date of Disbursement, in the case of an Absolute Rate Auction (or, in
         either case, such other time or date as the Borrower and the
         Administrative Agent shall have mutually agreed and shall have informed
         the Lenders of not later than the date of the Bid Rate Quote Request
         for the first Euro-Rate Auction or Absolute Rate Auction for which such
         change is to be effective); provided that Bid Rate Quotes submitted by
         the Administrative Agent (or any affiliate of the Administrative Agent)
         in the capacity of a Lender may be submitted, and may only be
         submitted, if the Administrative Agent or such affiliate notifies the
         Borrower of the terms of the offer or offers contained therein not
         later than (x) one hour prior to the deadline for the other Lenders, in
         the case of a Euro-Rate Auction or (y) 15 minutes prior to the deadline
         for the other Lenders, in the case of an Absolute Rate Auction.

                                    (B) Each Bid Rate Quote shall be in
substantially the form of Exhibit "E" hereto and shall in any case specify:

                                        (1) the proposed date of Disbursement
                     and the Interest Period therefor,

                                        (2) the principal amount of the Bid Rate
                     Loan for which each such offer is being made, which
                     principal amount (w) may be greater than or less than the
                     Long Term Revolving Credit Commitment of the quoting
                     Lender, (x) must be $5,000,000 or a larger multiple of
                     $1,000,000, (y) may not exceed the principal amount of Bid
                     Rate Loans for which offers were requested and (z) may be
                     subject to an aggregate limitation as to the principal
                     amount of Bid Rate Loans for which offers being made by
                     such quoting Lender may be accepted,

                                        (3) in the case of a Euro-Rate Auction,
                     the margin above or below the applicable Euro-Rate (the
                     "Bid Rate Margin") offered for each such Bid Rate Loan,
                     expressed as a percentage (specified to the nearest
                     1/10,000th of 1%) to be added to or subtracted from such
                     base rate,

                                        (4) in the case of an Absolute Rate
                     Auction, the rate of interest per annum (specified to the
                     nearest 1/10,000th of 1%) (the "Bid Rate Absolute Rate")
                     offered for each such Bid Rate Loan, and

                                       19
<PAGE>   26

                         (5) the identity of the quoting Lender.


A Bid Rate Quote may set forth up to three separate offers by the quoting Lender
with respect to each Interest Period specified in the related Bid Rate Quote
Request.

                     (C) Any Bid Rate Quote shall be disregarded if it:

                         (1) is not substantially in conformity with Exhibit "E"
                     hereto or does not specify all of the information required
                     by paragraph (iii)(B) immediately above;

                         (2) contains qualifying, conditional or similar
                     language or, in particular, is conditioned on acceptance by
                     the Borrower of all or some specified minimum principal
                     amount of the Bid Rate Loan for which such Bid Rate Quote
                     is being made;

                         (3) proposes terms other than or in addition to those
                     set forth in the applicable Bid Rate Quote Request; or

                         (4) arrives after the time set forth in paragraph
                     (iii)(A) above.

              (iv) Notice to Borrower. The Administrative Agent shall notify the
       Borrower promptly, and in the case of an Absolute Rate Auction no later
       than 45 minutes after receipt by the Administrative Agent, of the terms
       (x) of any Bid Rate Quote submitted by a Lender that is in accordance
       with paragraph (iii) above and (y) of any Bid Rate Quote that amends,
       modifies or is otherwise inconsistent with a previous Bid Rate Quote
       submitted by such Lender with respect to the same Bid Rate Quote Request.
       Any such subsequent Bid Rate Quote shall be disregarded by the
       Administrative Agent unless such subsequent Bid Rate Quote is submitted
       solely to correct a manifest error in such former Bid Rate Quote. The
       Administrative Agent's notice to the Borrower shall specify (A) the
       aggregate principal amount of Bid Rate Loans for which offers have been
       received for each Interest Period specified in the related Bid Rate Quote
       Request, (B) the respective principal amounts and Bid Rate Margins or Bid
       Rate Absolute Rates, as the case may be, so offered and (C) if
       applicable, limitations on the aggregate principal amount of Bid Rate
       Loans for which offers in any single Bid Rate Quote may be accepted.

              (v) Acceptance and Notice by Borrower. Not later than 11:00 A.M.
       (eastern time) on (x) the third Business Day prior to the proposed date
       of Disbursement, in the case of a Euro-Rate Auction or (y) the proposed
       date of Disbursement, in the case of an Absolute Rate Auction (or, in
       either case, such other time or date as the Borrower and the
       Administrative Agent shall have mutually agreed and shall have informed
       the Lenders of not later than the date of the Bid Rate Quote Request for
       the first Euro-Rate Auction or Absolute Rate Auction for which such
       change is to be effective), the Borrower shall notify the Administrative
       Agent of its acceptance or non-acceptance of the offers so presented to
       it pursuant to Subsection (iv). In the case of acceptance, such notice (a
       "Notice of Bid Rate Borrowing") shall specify the aggregate principal
       amount of offers for each Interest Period that are accepted. The Borrower
       may accept any Bid Rate Quote in whole or in part; provided that:

                                       20
<PAGE>   27

                     (A) the aggregate principal amount of each Bid Rate
       Disbursement may not exceed the applicable amount set forth in the
       related Bid Rate Quote Request,

                     (B) the principal amount of each Bid Rate borrowing must be
       $5,000,000 or a larger multiple of $1,000,000,

                     (C) acceptance of offers may only be made on the basis of
       ascending Bid Rate Margins or Bid Rate Absolute Rates, as the case may
       be, and

                     (D) the Borrower may not accept any offer that is described
       in subsection (iii)(C) or that otherwise fails to comply with the
       requirements of this Agreement.

              (vi) Allocation by Administrative Agent. If offers are made by two
       or more Lenders with the same Bid Rate Margins or Bid Rate Absolute
       Rates, as the case may be, for a greater aggregate principal amount than
       the amount in respect of which such offers are accepted for the related
       Interest Period, the principal amount of Bid Rate Loans in respect of
       which such offers are accepted shall be allocated by the Administrative
       Agent among such Lenders as nearly as possible (in multiples of
       $1,000,000, as the Administrative Agent may deem appropriate) in
       proportion to the aggregate principal amounts of such offers.
       Determinations by the Administrative Agent of the amounts of Bid Rate
       Loans shall be conclusive in the absence of manifest error.

              (vii) Bid Rate Loan Prepayment. No Bid Rate Loan shall be prepaid
       prior to the end of the relevant Bid Rate Interest Period without the
       prior consent of the Lender extending such Bid Rate Loan.

       2.2d BID RATE LOAN INTEREST. Interest on the Bid Rate Loans shall accrue
at the rate per annum agreed upon between the Lender or Lenders making such Bid
Rate Loans and the Borrower pursuant to the Bid Rate selection procedures set
forth in Subsection 2.2c above.

       2.2e BASE RATE OPTION BORROWING IN EVENT OF CANCELLED BID RATE LOAN
REQUEST. In the event of cancellation by the Borrower of a Bid Rate Loan Request
pursuant to paragraph (v) of Subsection 2.2c, the Borrower may, before 1:00 P.M.
(eastern time) on the day of such cancellation, submit to the Administrative
Agent a request for a Disbursement under the Revolving Credit to be made on the
day of such cancellation and to bear interest at the Base Rate Option. The
Lenders shall use their best efforts to make their respective pro rata shares of
such Disbursement available at the office of the Borrower prior to 2:00 P.M.
(eastern time) on the date of such Disbursement in accordance with the
procedures set forth in Subsection 2.1g.


                                       21
<PAGE>   28
       2.3  SWING LINE LOANS.

       2.3a SWING LINE OPTION. Subject to the provisions of this Section 2.3,
the Administrative Agent agrees that the Borrower may request Swing Line Loans,
in an aggregate amount at any one time outstanding not to exceed the lesser of
(i) $20,000,000 or (ii) an amount which, when added to the aggregate principal
amount of all Short Term Revolving Credit Loans then outstanding does not exceed
the aggregate amount of the Short Term Revolving Credit Commitments. The
Administrative Agent shall have no obligation to make Swing Line Loans hereunder
on or after the Short Term Revolving Credit Termination Date.

       2.3b LIMITATIONS ON AND EVIDENCE OF SWING LINE LOANS. Each Swing Line
Loan or repayment of a Swing Line Loan must be in the minimum principal amount
of $250,000 or, if in excess of $250,000, in integral multiples of $100,000.
Swing Line Loans shall be repaid on the date agreed upon by the Borrower and the
Administrative Agent, not more than seven (7) days after the making of the Swing
Line Loan and in no event after the Short Term Revolving Credit Termination
Date. The obligation of the Borrower to repay, prior to the Short Term Revolving
Credit Termination Date, the aggregate unpaid principal amount of such Swing
Line Loans advanced by the Administrative Agent shall be evidenced by the Swing
Line Note substantially in the form of Exhibit "F" hereto. The principal amount
actually due and owing the Administrative Agent shall be the aggregate unpaid
principal amount of all Disbursements of Swing Line Loans made by the
Administrative Agent, all as shown on the Swing Line Loan Account established
pursuant to Section 2.3f.

       2.3c SWING LINE LOAN PROCEDURE. The Borrower may from time to time from
the Closing Date to the Business Day immediately prior to the Short Term
Revolving Credit Termination Date request a Swing Line Loan. Such request shall
be made not later than 2:00 P.M. (Pittsburgh, Pennsylvania time) on the date of
the proposed Swing Line Loan. Such request may be made to the Administrative
Agent orally or in writing and if orally confirmed in writing. The
Administrative Agent shall make the Swing Line Loan available to the Borrower
not later than 5:00 P.M. (Pittsburgh, Pennsylvania time) on the same Business
Day such Swing Line Loan is requested.

       2.3d SWING LINE LOAN INTEREST. Interest on the Swing Line Loans shall
accrue at a rate of interest per annum as offered by the Administrative Agent in
its sole and absolute discretion for such Swing Line Interest Periods as offered
by the Administrative Agent in its sole and absolute discretion.

       2.3e RISK PARTICIPATION. Upon the disbursement of each Swing Line Loan
and without any further action by or on behalf of such Lender, each Lender
hereby agrees to purchase, upon the occurrence of an Event of Default, an
undivided, full risk, nonrecourse participation in such Swing Line Loan, in an
amount equal to (i) such Lender's Short Term Revolving Credit Commitment
Percentage (ii) multiplied by the outstanding principal amount of such Swing
Line Loan on the date of the Event of Default; provided, however, no Lender
shall participate in any Swing Line Loan made after a notice of an Event of
Default has been delivered pursuant to this Agreement. If and to the extent the
Administrative Agent receives payment of principal or interest on a participated
Swing Line Loan, the Administrative Agent shall deliver to each Lender such
Lender's Short Term Revolving Credit Commitment Percentage of such payment.

                                       22
<PAGE>   29

       2.3f SWING LINE LOAN ACCOUNT. The Administrative Agent shall maintain on
its books as a sub-account of the Loan Account, a Swing Line Loan Account in the
name of the Borrower with respect to any Swing Line Loans made, repayments and
prepayments of the principal thereof, and the computation and payment of
interest thereon. Upon the request of the Borrower to the Administrative Agent,
the Administrative Agent shall promptly furnish to the Borrower a statement of
the Swing Line Loan Account. The failure to record any such amount shall not
limit or otherwise affect the obligations of the Borrower hereunder or under the
Swing Line Note to repay all amounts owed hereunder and thereunder together with
all interest accrued thereon and all other fees and charges provided herein and
therein. Except in the case of manifest error, the Swing Line Loan Account shall
be conclusive evidence as to the amount at any time due to the Administrative
Agent from the Borrower under the Swing Line Note.

       2.4  INTEREST RATES, INTEREST PAYMENT AND CERTAIN PROVISIONS RELATING TO
INTEREST AND FEES.

       2.4a PAYMENTS OF INTEREST. The Borrower shall pay interest on the
principal amount of the Loans from time to time outstanding hereunder, from the
date thereof until payment in full, at the rates of interest determined pursuant
to this Section 2.4. The Borrower shall pay accrued interest on the unpaid
principal balance of the Loans in arrears: (i) with respect to each Base Rate
Portion, at the Base Rate on the last Business Day of each Fiscal Quarter during
the term thereof; (ii) with respect to each Euro-Rate Portion, at the Adjusted
Euro-Rate on the last day of each Euro-Rate Interest Period as provided for in
Subsection 2.4c (provided, however, if the Euro-Rate Interest Period chosen for
a Euro-Rate Portion exceeds three (3) months, interest on that Euro-Rate Portion
shall be due and payable on the day which is (A) three months after the first
day of Euro-Rate Interest Period and (B) the last day of such Euro-Rate Interest
Period); (iii) with respect to each Bid Rate Loan, at the Bid Rate on the last
day of each Bid Rate Interest Period as provided for in Subsection 2.4c
(provided, however, if the Bid Rate Interest Period chosen for a Bid Rate Loan
exceeds ninety (90) days, interest on that Bid Rate Loan shall be due and
payable every ninety (90) days during such Bid Rate Interest Period and on the
last day of such Bid Rate Interest Period); (iv) with respect to each Swing Line
Loan, at the Swing Line Interest Rate on the last Business Day of each month
during which such Swing Line Loans were outstanding; and (v) with respect to all
such Loans, at the applicable interest rate (A) when due, at maturity, whether
by acceleration or otherwise, and (B) after maturity, on demand until paid in
full.

       2.4b INTEREST RATE OPTIONS. The unpaid principal amount of the Revolving
Credit Loans shall bear interest, for each day until due, at one or more rates
of interest selected by the Borrower from among the Options set forth below; it
being understood that, subject to the provisions of this Agreement, the Borrower
may select different Options to apply simultaneously to different Portions of
the Revolving Credit Loans and may select different Interest Periods to apply
simultaneously to different Portions of the Euro-Rate Portions of the Revolving
Credit Loans.

            (i) Base Rate Option: A rate of interest per annum (computed upon
         the basis of a year of 365 or 366 days, as the case may be, and the
         actual number of days elapsed) equal to the Base Rate. The rate of
         interest per annum under the Base Rate Option shall be adjusted
         automatically, from time to time, upon each change in the Base Rate.

                                       23
<PAGE>   30
            (ii) Euro-Rate Option: A rate of interest per annum (computed on the
         basis of a year of 360 days and the actual number of days elapsed)
         equal to the sum of (A) the Euro-Rate plus (B) the Applicable Euro-Rate
         Margin from time to time in effect (the "Adjusted Euro-Rate"). The
         Adjusted Euro-Rate for each Euro-Rate Portion then outstanding shall be
         adjusted automatically, from time to time, effective upon each change
         in the Applicable Euro-Rate Margin resulting from an increase or
         decrease in utilization of the Commitments.

       2.4c INTEREST PERIODS; LIMITATIONS ON ELECTIONS. At any time when the
Borrower shall select, convert to or renew at the Euro-Rate Option with respect
to all or any Portion of the outstanding Revolving Credit Loans or select,
convert or renew a Bid Rate Loan to which the Bid Rate Margin applies, it shall
fix one or more Interest Periods during which such Option(s) shall apply. All of
the foregoing, however, is subject to the following:

            (i) any Euro-Rate Interest Period which would otherwise end on a day
         which is not a Business Day shall be extended to the next Business Day
         unless such Business Day falls in the succeeding calendar month in
         which case such Euro-Rate Interest Period shall end on the next
         preceding Business Day; and

            (ii) any Euro-Rate Interest Period which begins on the last day of a
         calendar month or on a day for which there is no numerically
         corresponding day in the subsequent calendar month during which such
         Euro-Rate Interest Period is to end shall end on the last Business Day
         of such subsequent month.

       In addition, elections by the Borrower of the Euro-Rate Option shall be
subject to the following further limitations:

            (i) If a Euro-Rate Interest Period is elected with regard to amounts
         outstanding under the Revolving Credit and such Interest Period would
         end after the Termination Date, such Interest Period shall end on the
         Termination Date; and

            (ii) At no time may there be more than seven (7) Euro-Rate Interest
         Periods in effect relating to Revolving Credit Loans; provided, however
         if a Base Rate Portion is outstanding there shall be not more than six
         (6) Euro-Rate Interest Periods in effect relating to Revolving Credit
         Loans.

       2.4d ELECTION, CONVERSION OR RENEWAL OF INTEREST RATE OPTIONS. Elections
of or conversions to the Base Rate Option shall continue in effect until
converted to the Euro-Rate Option as hereinafter provided. Elections of,
conversions to or renewals of the Euro-Rate Option shall expire as to each
Euro-Rate Portion at the expiration of the applicable Interest Period. Elections
of Bid Rate Loans shall expire as to each such Bid Rate Loan at the end of the
applicable Bid Rate Interest Period.

                  At any time, with respect to any Base Rate Portion, or at the
expiration of the applicable Interest Period, with respect to any Euro-Rate
Portion, the Borrower (subject to Subsection 2.4c) may cause all or any part of
the principal amount of such Portion to be converted to and/or (in the case of a
Euro-Rate Portion) to be renewed under the Euro-Rate Option by notice to each of
the Lenders as hereinafter provided. Such notice (i) shall be irrevocable; (ii)
shall be given not later than 11:00 A.M. (eastern time) in the case of a
conversion to or renewal of, either in whole or in part, the Euro-Rate Option on
the third

                                       24
<PAGE>   31
Business Day prior to the proposed effective date for the conversion or renewal;
and (iii) shall set forth:

                  (A) the effective date of such conversion or renewal, which
shall be a Business Day;

                  (B) the new Euro-Rate Interest Period(s) selected; and

                  (C) with respect to each such Interest Period, the aggregate
principal amount of the corresponding Euro-Rate Portion.

                  At the expiration of each Euro-Rate Interest Period, any part
(including the whole) of the principal amount of the corresponding Euro-Rate
Portion as to which no notice of conversion or renewal has been received as
provided above, shall automatically be converted to the Base Rate Option.

       2.4e NOTIFICATION OF ELECTION OF AN INTEREST RATE OPTION. The Borrower,
by an Authorized Officer, shall notify the Administrative Agent of (i) each
election or renewal of an Option and each conversion from one Option to another,
(ii) the Portion of the Revolving Credit Loans then outstanding to be allocated
to each Option and (iii) where relevant, the Interest Periods applicable to each
Option, by communication as provided for in this Agreement. Any such
communication may be oral or written and if oral, it shall be followed
immediately by written confirmation of such Option election executed by an
Authorized Officer.

       2.4f INTEREST AFTER MATURITY. After the principal amount of all or any
part of the Base Rate Portions of the Revolving Credit Loans shall have become
due and payable, whether by acceleration or otherwise and whether or not
judgment has been entered against the Borrower thereon, all Base Rate Portions
shall bear interest at a rate per annum which shall be two hundred (200) basis
points (2%) per annum above the rate otherwise in effect under the Base Rate
Option, such interest rate to change automatically from time to time, effective
as of the effective date of each change in the Base Rate. After the occurrence
of and during the continuance of an Event of Default and whether or not judgment
has been entered against the Borrower on the Revolving Credit Notes, the Bid
Rate Notes and the Swing Line Note, all Euro-Rate Portions, Bid Rate Loans and
Swing Line Loans shall bear interest (i) until the end of the then current
Interest Period, at a rate per annum which shall be two hundred (200) basis
points (2%) per annum above the rate otherwise in effect under the Euro-Rate
Option, the Bid Rate Option and the Swing Line Interest Rate, as the case may
be, and (ii) at the end of the then current Interest Period, and thereafter at
the sum of (A) the Base Rate plus (B) two hundred (200) basis points (2%) per
annum.

         2.5 YIELD-PROTECTION, CAPITAL ADEQUACY AND MISCELLANEOUS PROVISIONS
RELATING TO EURO-RATE.

       2.5a YIELD PROTECTION. Notwithstanding other provisions of this Section
2.5:

            (i) If any Governmental Rule (including, without limitation,
         Regulation D), or if any change therein on or after the date hereof, or
         in the interpretation thereof by any Governmental Authority charged
         with the administration thereof, shall:



                                       25
<PAGE>   32

              (A) subject any Lender to any tax, levy, impost, charge, fee,
       duty, deduction or withholding of any kind with respect to payments of
       principal or interest or other amounts due hereunder (other than any tax
       imposed or based upon the income of a Lender and payable to any
       Governmental Authority in the United States of America or any state
       thereof); or

              (B) change the basis of taxation of any Lender with respect to
       payments of principal or interest or other amounts due hereunder (other
       than any change which affects, and only to the extent that it affects,
       the taxation by the United States or any state thereof of the total net
       income of such Lender); or

              (C) impose, modify or deem applicable any reserve, special deposit
       or similar requirements against assets held by any Lender applicable to
       the Commitment or Loans made hereunder (other than such requirements
       which are included in the determination of the applicable rate of
       interest hereunder); or

              (D) impose upon any Lender any other obligation or condition with
       respect to this Agreement,

and the result of any of the foregoing is to increase the cost to the affected
Lender, reduce the income receivable by the affected Lender, reduce the rate of
return on the affected Lender's capital, or impose any expenses upon the
affected Lender, all with respect to any of the Loans (or any portion thereof)
by an amount which the affected Lender reasonably deems material, and if the
affected Lender is then demanding similar compensation for such occurrences from
other borrowers who are similarly situated and who have a similar relationship
with the affected Lender and from which the affected Lender has the right to
demand such compensation, then and in any such case:

                 (1) the affected Lender shall promptly notify the Borrower of
         the happening of such event;

                 (2) the Borrower shall pay to the affected Lender, within
         thirty (30) days of such Lender's demand, such amount as will
         compensate the affected Lender for such reduction in its rate of
         return; and

                 (3) the Borrower may pay the affected portion of the affected
         Lender's Loans in full without the payment of any additional amount,
         including prepayment penalties, other than amounts payable on account
         of the affected Lender's out-of-pocket losses (including funding loss,
         if any, as provided in Section 2.11) which are not otherwise provided
         for in subparagraph (2) immediately above.

         (ii) A certificate as to the increased cost or reduced amount as a
result of any event mentioned in this Subsection 2.5a shall be promptly
submitted by the affected Lender to the Borrower in accordance with the
provisions hereof. Such certificate shall be prima facie evidence as to the
amount of such increased cost or reduced amount.

         (iii) Failure or delay on the part of any Lender or the Administrative
Agent to demand compensation pursuant to this Section 2.5 shall not constitute a
waiver of such Lender's or the Administrative Agent's right to demand such
compensation; provided

                                       26
<PAGE>   33
that the Borrower shall not be required to compensate a Lender or the
Administrative Agent pursuant to this Section 2.5 for any increased costs or
reduction incurred more than 180 days prior to the date that such Lender or the
Administrative Agent, as the case may be, notifies the Borrower of the change in
Government Rule (or interpretation thereof) giving rise to such increased costs
or reduction and of such Lender's or the Administrative Agent's intention to
claim compensation therefor; provided further that, if the change in Government
Rule (or interpretation thereof) giving rise to such increased costs or
reductions is retroactive, then the 180-day period referred to above shall be
extended to include the period of retroactive effect thereof.

       2.5b CAPITAL ADEQUACY. If, after the date hereof, (i) any adoption of or
any change in or in the interpretation of any Governmental Rule, or (ii)
compliance with any Governmental Rule of any Governmental Authority exercising
control over banks or financial institutions generally or any court of competent
jurisdiction, requires that the Commitments (including, without limitation,
obligations in respect of any Revolving Credit Loans, Bid Rate Loans or Swing
Line Loans) hereunder be treated as an asset or otherwise be included for
purposes of calculating the appropriate amount of capital to be maintained by
any Lender or any corporation controlling any Lender (a "Capital Adequacy
Event"), the result of which is to reduce the rate of return on a Lender's
capital as a consequence of its Commitments to a level below that which the
affected Lender could have achieved but for such Capital Adequacy Event, taking
into consideration the Lender's policies with respect to capital adequacy, by an
amount which the affected Lender reasonably deems to be material, the affected
Lender shall promptly deliver to the Borrower a statement of the amount
necessary to compensate the affected Lender or the reduction in the rate of
return on its capital attributable to its Commitments (the "Capital Compensation
Amount"). The affected Lender shall determine the Capital Compensation Amount in
good faith, using reasonable attribution and averaging methods. Each affected
Lender shall from time to time notify the Borrower of the amount so determined.
Each such notification shall be prima facie evidence of the amount of the
Capital Compensation Amount set forth therein, and such Capital Compensation
Amount shall be due and payable by the Borrower to the affected Lender thirty
(30) days after such notice is given. As soon as practicable after any Capital
Adequacy Event, the affected Lender shall submit to the Borrower estimates of
the Capital Compensation Amounts that would be payable as a function of the
affected Lender's Commitments hereunder.

       2.5c EURO-RATE UNASCERTAINABLE. If, on any date on which the Adjusted
Euro-Rate would otherwise be set, the Administrative Agent reasonably shall have
determined (which determination shall be final and conclusive) that by reason of
circumstances affecting the interbank Eurodollar market, adequate and reasonable
means do not exist for ascertaining the Euro-Rate, the Administrative Agent
shall give prompt notice of such determination to the Borrower and the Lenders
and, until the Administrative Agent notifies the Borrower and the Lenders that
the circumstances giving rise to such determination no longer exist, the right
of the Borrower to borrow under, convert to or renew the Euro-Rate Option shall
be suspended. Any notice of borrowing under, conversion to or renewal of the
Euro-Rate Option which was to become effective during the period of such
suspension shall be treated as a request to borrow under, convert to or renew at
the Base Rate Option with respect to the principal amount therein specified.

       2.5d ILLEGALITY. If a Lender shall determine in good faith (which
determination shall be final and conclusive) that compliance by such Lender with
any applicable law, treaty or other Governmental Rule, (whether or not having
the force of law), or the interpretation or application

                                       27
<PAGE>   34
thereof by any Governmental Authority, has made it unlawful for such Lender to
make or maintain the Revolving Credit Loans under the Euro-Rate Option or Bid
Rate Loans to which the Bid Rate Margin applies (including but not limited to
acquiring Eurodollar liabilities to fund such Loans), such Lender shall give
notice of such determination to the Borrower and the other Lenders.
Notwithstanding any provision of this Agreement to the contrary, unless and
until the affected Lender shall have given notice to the Borrower and the other
Lenders that the circumstances giving rise to such determination no longer
apply:

                           (i) with respect to any Interest Periods thereafter
         commencing, interest on the Revolving Credit Loans bearing interest at
         the Adjusted Euro-Rate (whichever one or more have been determined by
         the affected Lender to be unlawful) shall, unless the Borrower shall
         have selected a different Option which is then available, be computed
         and payable under the Base Rate Option; and

                           (ii) on such date, if any, as shall be required by
         law, any Loans bearing interest at the Adjusted Euro-Rate or any Bid
         Rate Loan to which the Bid Rate Margin applies then outstanding shall
         be automatically converted to the Base Rate Option, and the Borrower
         shall pay to the affected Lender the accrued and unpaid interest on
         such Loans to (but not including) the date of such conversion at the
         applicable interest rate or rates in effect for such Loans prior to
         such conversion.

         2.6 FEES.

         2.6a CLOSING FEE. The Borrower agrees to pay to the Lenders on or
before the Closing Date, a Closing Fee in the amounts agreed to by the Borrower
and each Lender.

       2.6b SHORT TERM FACILITY FEE. The Borrower agrees to pay to the Lenders,
on a pro rata basis, beginning on March 31, 2001, and continuing quarterly in
arrears thereafter on the last day of each March, June, September and December
during the term hereof to and including the Short Term Revolving Credit
Termination Date, a Short Term Facility Fee calculated at a rate per annum equal
to the Applicable Facility Fee Rate, on the daily (computed at the opening of
business) average amount of the Short Term Revolving Credit Commitment for the
quarter then ending; provided, however, the first payment under this Subsection
2.6b shall be only for the actual number of days elapsed between the actual
execution of this Agreement and March 31, 2001 and the last payment under this
Subsection 2.6b shall be only for the actual number of days elapsed between the
last quarterly payment date and the Short Term Revolving Credit Termination
Date.

       2.6c LONG TERM FACILITY FEE. The Borrower agrees to pay to the Lenders,
on a pro rata basis, beginning on March 31, 2001, and continuing quarterly in
arrears thereafter on the last day of each March, June, September and December
during the term hereof to and including the Long Term Revolving Credit
Termination Date, a Long Term Facility Fee calculated at a rate per annum equal
to the Applicable Facility Fee Rate, on the daily (computed at the opening of
business) average amount of the Long Term Revolving Credit Commitment for the
quarter then ending; provided, however, the first payment under this Subsection
2.6c shall be only for the actual number of days elapsed between the actual
execution of this Agreement and March 31, 2001 and the last payment under this
Subsection 2.6c shall be only for the actual number of days elapsed between the
last quarterly payment date and the Long Term Revolving Credit Termination Date.

                                       28
<PAGE>   35

       2.6d AGENT'S FEE. The Borrower agrees to pay to the Administrative Agent
for its own account the non-refundable Agent's Fees for the Administrative
Agent's services hereunder under the terms of that certain letter (the "Agent's
Letter") between the Borrower and Administrative Agent dated November 30, 2000,
as the same may be amended from time to time.

       2.6e ARRANGEMENT FEE. The Borrower agrees to pay to the Co-Lead Arrangers
the non-refundable Arrangement Fee for the Co-Lead Arrangers' services hereunder
under the terms of that certain letter (the "Arrangement Letter") among the
Borrower and the Co-Lead Arrangers dated November 30, 2000, as the same may be
amended from time to time.

       2.7 CALCULATION OF INTEREST AND FACILITY FEE. The calculation of the
amount of interest due and owing to each Lender shall be made by each Lender and
shall be evidenced by such Lender posting the amount of interest due under such
Lender's Revolving Credit Loans and Bid Rate Loans to the Loan Account
established by such Lender pursuant to Section 2.13. The Facility Fees shall be
calculated on the basis of a 360 day year and actual number of days elapsed. The
calculation of the amount of the Facility Fees due and owing to each Lender
shall be made by each Lender and shall be evidenced by posting such amount due
under the Loan Account established by such Lender pursuant to Section 2.13.

       2.8                 EXTENSION OF TERMINATION DATES.

       2.8a EXTENSION OF SHORT TERM REVOLVING CREDIT TERMINATION DATE. The Short
Term Revolving Credit Termination Date may be extended, in the manner set forth
in this Subsection 2.8a, on January 4, 2002 and on each anniversary of such date
(a "Short Term Revolving Credit Extension Date") for an additional 364-day
period. If the Borrower wishes to request an extension of the Short Term
Revolving Credit Termination Date on any Short Term Revolving Credit Extension
Date, it shall give written notice to that effect to the Administrative Agent
not less than forty-five (45) nor more than sixty (60) days prior to such Short
Term Revolving Credit Extension Date. Each Lender will use its best efforts to
respond to such request, whether affirmatively or negatively, within thirty (30)
days after receipt of such notice from the Administrative Agent. If the Borrower
shall have received affirmative responses from all the Lenders, such response to
be in the sole and absolute discretion of each Lender, then, subject to receipt
by the Borrower of counterparts of an agreement duly completed and signed by the
Borrower and each such Lender (a "Short Term Revolving Credit Extension
Agreement"), the Short Term Revolving Credit Termination Date shall be extended,
effective on such Short Term Revolving Credit Extension Date, for an additional
364-day period to the date stated on such Short Term Revolving Credit Extension
Agreement. If the Borrower shall not have received affirmative responses from
all Lenders the Short Term Revolving Credit Termination Date shall not be
extended. For purposes of this Subsection 2.8a, the failure of any Lender to
respond shall be deemed to be a negative response from such Lender.

       2.8b EXTENSION OF LONG TERM REVOLVING CREDIT TERMINATION DATE. The Long
Term Revolving Credit Termination Date may be extended, in the manner set forth
in this Subsection 2.8b, on January 5, 2002 and on each anniversary of such date
(a "Long Term Revolving Credit Extension Date") for an additional one-year
period. If the Borrower wishes to request an extension of the Long Term
Revolving Credit Termination Date on any Long Term Revolving Credit Extension
Date, it shall give written notice to that effect to the Administrative Agent
not less than forty-five (45) nor more than sixty (60) days prior to such Long
Term Revolving Credit Extension Date. Each Lender will use its best efforts to
respond to such request, whether

                                       29
<PAGE>   36
affirmatively or negatively, within thirty (30) days after receipt of such
notice from the Administrative Agent. If the Borrower shall have received
affirmative responses from all the Lenders, such response to be in the sole and
absolute discretion of each Lender, then, subject to receipt by the Borrower of
counterparts of an agreement duly completed and signed by the Borrower and each
such Lender (a "Long Term Revolving Credit Extension Agreement"), the Long Term
Revolving Credit Termination Date shall be extended, effective on such Long Term
Revolving Credit Extension Date, for an additional one-year period to the date
stated in such Long Term Revolving Credit Extension Agreement. If the Borrower
shall not have received affirmative responses from all Lenders the Long Term
Revolving Credit Termination Date shall not be extended. For purposes of this
Subsection 2.8b, the failure of any Lender to respond shall be deemed to be a
negative response from such Lender.

         2.9 SUBSTITUTION OR REPLACEMENT OF A LENDER. The Borrower shall have
the right (provided that at such time, no Event of Default and no Potential
Default has occurred and is continuing), in its sole discretion, to either:

             (i) repay, (A) at any time if either no Loans are outstanding or if
         Loans bearing interest under the Base Rate Option are the only Loans
         outstanding, (B) subject to Section 2.11, upon three (3) days prior
         notice if the Loans outstanding include Revolving Credit Loans bearing
         interest under the Euro-Rate Option or the Bid Rate Option, the
         outstanding Loans of any Lender in whole, together with interest
         thereon and any other amount due such Lender pursuant to the terms of
         this Agreement, and to terminate the Commitments of such Lender; or

             (ii) seek a substitute lending institution or institutions (which
         may be one or more of the other Lenders) to purchase the Notes and
         assume the Loans, the Commitments and the other obligations of such
         Lender under this Agreement,

if any of the following conditions occur with respect to such Lender:

             (i) such Lender shall have delivered a notice or certificate
         pursuant to Section 2.5a or 2.5b;

             (ii) the obligation of such Lender to make Revolving Credit Loans
         which bear or are to bear interest under the Euro-Rate Option has been
         suspended pursuant to Subsection 2.5d; or

             (iii) such Lender has responded negatively to a request for
         extension of any Termination Date pursuant to Section 2.8.

                  Provided, any proposed substitute lending institution, which
is not a Lender prior to the Borrower's selection thereof, must be acceptable to
the Administrative Agent, whose consent shall not be unreasonably withheld, and
provided, further that all of the provisions of Section 9.6 (with respect to any
Lender) and Section 8.11 (if the affected Lender is the Administrative Agent)
must be complied with.

       2.10 LOAN REPAYMENT. Each repayment of the Revolving Credit Loans shall
be in the minimum amount of $1,000,000, in the aggregate, or an integral
multiple of $100,000 thereof, or such lesser amount as is actually outstanding
thereunder. The Borrower, upon (i) oral or written notice to Administrative
Agent by 11:00 A.M. (eastern time) on the day of the

                                       30
<PAGE>   37
proposed repayment, in the case of Revolving Credit Loans bearing interest at
the Base Rate or (ii) three (3) Business Days' prior oral or written notice to
the Administrative Agent, in the case of Revolving Credit Loans bearing interest
at the Adjusted Euro-Rate, followed immediately thereafter by the Borrower's
written confirmation to the Administrative Agent of any oral notice, may repay
the outstanding amount of the Revolving Credit Loans in whole or in part with
accrued interest, fees and other amounts then due and payable on the amount
repaid to the date of such repayment, subject to the payment of any additional
amounts under Section 2.11 below. The Borrower may prepay any Portion of the
Revolving Credit Loans bearing interest at the Base Rate without premium or
penalty.

                  In the event that principal payments are received on a day on
which principal payments are due on Revolving Credit Loans and Bid Rate Loans
the principal payments shall be applied: first, to repay in full the principal
amount of the Revolving Credit Loans then due and payable, if any; and second,
to repay in full the principal amount of the Bid Rate Loans then due and
payable, if any.

                  Any repayment of the Loans shall increase, by the amount of
that repayment, the unborrowed balance of the applicable Commitment; it being
contemplated that the Borrower may repay and reborrow from time-to-time under
each Commitment until the applicable Termination Date. All Short Term Revolving
Credit Loans outstanding on the Short Term Revolving Credit Termination Date
shall become due and payable in full on such date. All Long Term Revolving
Credit Loans outstanding on the Long Term Revolving Credit Termination Date
shall become due and payable in full on such date.

       2.11 ADDITIONAL PAYMENTS BY THE BORROWER. If (i) the Borrower shall fail
to make any payment due hereunder on the due date thereof, (ii) the Borrower
shall make a payment, prepayment or conversion of any Euro-Rate Portion of the
Revolving Credit Loans or any Bid Rate Loan on a day other than the last day of
the applicable Interest Period, (iii) the Borrower shall convert any Portion to
the Base Rate Option from another Option pursuant to subsection 2.4d on a day
other than the last day of the relevant Interest Period, or (iv) the Borrower
shall fail on the date specified therefor to consummate any borrowing,
conversion or renewal after giving a request for a Disbursement or notice of
conversion or renewal or Notice of Bid Rate Borrowing, and, as a result of any
such action or inaction, a Lender reasonably incurs any losses and expenses
which it would not have incurred but for such action or inaction, the Borrower
shall pay such additional amounts as will compensate the affected Lender for
such losses and expenses, including the cost of reemployment of any funds
prepaid at rates lower than the cost to the affected Lender of such funds. Such
losses and expenses, which the affected Lender shall exercise reasonable efforts
to minimize, shall be specified in writing (setting forth, in reasonable detail,
the basis of calculation) to the Borrower by the affected Lender, which writing
shall be prima facie evidence of the amounts set forth therein, and such amounts
shall be payable within thirty (30) days of demand therefor.

       2.12 VOLUNTARY REDUCTION OF AVAILABILITY. At any time and from time to
time upon no less than two (2) Business Days prior written notice to the
Administrative Agent, the Borrower may terminate, in whole or in part, without
penalty, the then unused portion of the Short Term Revolving Credit Commitment
and/or the Long Term Revolving Credit Commitment, thereby causing a
corresponding abatement of the relevant Facility Fee. Each such reduction shall
be in a minimum principal amount of $5,000,000 or in integral multiples thereof.
The relevant Facility Fee shall cease to accrue with respect to any unused
portion of the Short Term Revolving Credit Commitment or the Long Term Revolving
Credit Commitment so terminated

                                       31
<PAGE>   38
on either (i) the date two (2) Business Days after receipt of such notice or
(ii) the date so designated in the written notice if such written notice sets
forth an effective date of such termination which is more than two (2) Business
Days after such notice is given to the Administrative Agent. Notice of
termination once given shall be irrevocable and the portion of the Short Term
Revolving Credit Commitment or the Long Term Revolving Credit Commitment so
terminated shall not be available for borrowing once such notice has been given
under the terms hereof. The Administrative Agent shall promptly notify each
Lender of its pro rata share of such terminated unused portion and the date of
each such termination.

       2.13 LOAN ACCOUNT. Each Lender shall open and maintain on its books a
Loan Account in the name of the Borrower with respect to Disbursements made,
repayments, prepayments, the computation and payment of interest and the
Facility Fee and the computation of other amounts due and sums paid and payable
to such Lender pursuant to this Article II. Such Loan Account shall be prima
facie evidence as to the amount at any time due to such Lender from the Borrower
pursuant to this Article II; provided, however, that the failure of a Lender to
make notations, or to make accurate notations, on its Loan Account including
without limitation notations with respect to interest and Facility Fees pursuant
to Section 2.7 shall not limit, expand or otherwise affect any obligations of
the Borrower hereunder.

       2.14 PAYMENT FROM ACCOUNTS MAINTAINED BY BORROWER. In the event that any
payment of principal, interest, Facility Fee or any other amount due to the
Lenders or the Administrative Agent under the Agreement, the Notes or the other
Loan Documents is not paid when due, the Administrative Agent is hereby
authorized to effect such payment by debiting any demand deposit account of the
Borrower maintained with the Administrative Agent (excluding however any special
purpose fiduciary accounts, which are designated as such at the time of their
creation, and mandated by applicable statutes, regulations or rules) and
distributing such payment to the party to whom such amounts are due. This right
of debiting accounts of the Borrower is in addition to any right of set-off
accorded the Lenders or the Administrative Agent hereunder or by operation of
law.

       2.15 TIME, PLACE AND MANNER OF PAYMENTS. All payments to be made by the
Borrower under the Notes (other than those provided for in Sections 2.5 and 2.11
hereof), and of all fees and any other amounts due hereunder (excepting the
Closing Fee, the Agent's Fees and the Arrangement Fee) shall be made at the
principal office of the Administrative Agent for the ratable account of the
Lenders. The Administrative Agent will promptly pay each such payment received
to each Lender or its order in accordance with Section 8.9 hereof. All payments
due a Lender by reason of Sections 2.5 or 2.11 hereof shall be paid at the
principal office of the Lender which invoices the Borrower for such payment. All
payments to be made by the Borrower under this Agreement shall be paid in
Dollars and in immediately available funds no later than 1:00 P.M. (eastern
time) on the date such payment is due, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived by the Borrower,
and without setoff, counterclaim or other deduction of any nature.


       ARTICLE III.  REPRESENTATIONS AND WARRANTIES.

                  To induce the Lenders to enter into this Agreement and to make
the Loans herein provided for, the Borrower warrants to the Lenders that:

                                       32
<PAGE>   39
       3.1 CORPORATE EXISTENCE. The Borrower and each of its Subsidiaries is a
corporation duly organized, validly existing and in good standing under the laws
of the State of New Jersey and it is duly qualified and in good standing as a
foreign corporation authorized to do business in each jurisdiction where,
because of the nature of its respective properties or businesses, such
qualification is required or, if not so qualified or in good standing in any
state, the lack of such qualification or good standing will not materially
affect the Administrative Agent's or the Lenders' ability to enforce this
Agreement, the Notes or the other Loan Documents or will not have a Material
Adverse Effect.

       3.2 CORPORATE AUTHORITY. The Borrower is duly authorized to execute and
deliver this Agreement, the Notes and the other Loan Documents to which it is or
will become a party; all necessary corporate action to authorize the execution
and delivery of this Agreement, the Notes and the other Loan Documents to which
it is or will become a party has been properly taken; and it is and will
continue to be duly authorized to borrow hereunder and to perform all of the
other terms and provisions of this Agreement, the Notes and the other Loan
Documents to which it is or will become a party.

       3.3 ENFORCEABILITY. This Agreement and the Notes have each been, and each
other Loan Document to which it will become a party will be, duly and validly
executed and delivered by the Borrower and, assuming the due authorization,
execution and delivery of the Agreement by and the binding effect of the
Agreement on the other parties thereto, each constitutes or will constitute a
valid and legally binding agreement of the Borrower enforceable in accordance
with its terms.

       3.4 NO RESTRICTIONS, NO DEFAULT. Neither the execution and delivery of
this Agreement, the Notes and the other Loan Documents to which it is or will
become a party, the consummation of the transactions herein contemplated nor
compliance with the terms and provisions hereof or of the Notes, will conflict
with or result in a breach of any of the terms, conditions or provisions of the
certificate of incorporation or the by-laws of the Borrower or of any law or of
any regulation, order, writ, injunction or decree of any court or governmental
agency or of any agreement, indenture or other instrument to which the Borrower
or any Subsidiary is a party or by which any of them is bound or to which it is
subject, or constitute a default thereunder or result in the creation or
imposition of any Encumbrance of any nature whatsoever upon any of the property
or assets of the Borrower pursuant to the terms of any agreement, indenture or
other instrument, except those restrictions which, individually or in the
aggregate, would not have a Material Adverse Effect. No event has occurred and
is continuing and no condition exists or will exist after giving effect to the
borrowings hereunder to be made on the Closing Date which constitutes an Event
of Default or Potential Default.

       3.5 FINANCIAL STATEMENTS. The Borrower has furnished to the Lenders and
the Administrative Agent the consolidated balance sheets and the related
consolidated statements of income, shareholders' equity and changes in financial
position of the Borrower and its consolidated Subsidiaries for the Fiscal Year
ending September 30, 2000. All such financial statements, including the related
notes, have been prepared in accordance with GAAP, except as expressly noted
therein, and fairly present the financial position and consolidated financial
positions of the Borrower and its consolidated Subsidiaries as at the dates
thereof and the results and consolidated results of their operations and the
changes in their financial position and in their consolidated financial position
for the periods ended on such dates. There were no material liabilities of the
Borrower and its consolidated Subsidiaries, taken as a whole, contingent or
otherwise, not reflected in such financial statements. Except as has been fully

                                       33
<PAGE>   40
disclosed in writing to the Lenders and the Administrative Agent prior to the
date hereof there has been no Material Adverse Change in the business, condition
or operations (financial or otherwise) of the Borrower and its consolidated
Subsidiaries from September 30, 2000 to the Closing Date.

       3.6 ABSENCE OF LITIGATION. Except as set forth in New Jersey Resources
Corporation's most recently filed Forms 10-K, 10-Q and 8-K, there are no
actions, suits, investigations, litigation or governmental proceedings pending
or, to the Borrower's knowledge, threatened against the Borrower or any
Subsidiary or any of their respective properties, which would have a Material
Adverse Effect.

       3.7 TAX RETURNS AND PAYMENTS. As of the date hereof, the Borrower and its
Subsidiaries have filed all Federal and other material tax returns required by
law to be filed and have paid all material taxes, material assessments and other
material governmental charges levied upon the Borrower and its Subsidiaries
taken as a whole, or any of the respective properties, assets, income or
franchises of the Borrower and its Subsidiaries taken as a whole, which are due
and payable, other than those currently payable or deferrable without penalty or
interest or those which are being contested in good faith and by appropriate
proceedings diligently conducted for which reserves in accord with GAAP have
been provided. As of the date hereof, the charges, accruals and reserves on the
books of the Borrower and its Subsidiaries in respect of Federal, state and
local income taxes for all fiscal periods are adequate, and the Borrower knows
of no unpaid assessments for additional Federal, state or local income taxes for
any such fiscal period or any basis therefor.

       3.8 PENSION PLANS. Except as otherwise noted on Schedule 3.8, (i) each
Plan has been and will be maintained and funded, in all material respects, in
accordance with its terms and with all provisions of ERISA and the Code
applicable thereto; (ii) no Reportable Event has occurred and is continuing with
respect to any Plan; (iii) no liability to PBGC has been incurred with respect
to any Plan, other than for premiums due and payable; (iv) no Plan has been
terminated, no proceedings have been instituted to terminate any Plan, and there
exists no intent to terminate or institute proceedings to terminate any Plan,
which has caused or would cause the Borrower or any ERISA Affiliate to incur any
liability to the PBGC under Title IV of ERISA; (v) no withdrawal, either
complete or partial, has occurred or commenced with respect to any multiemployer
Plan, and there exists no intent to withdraw either completely or partially from
any multiemployer Plan and (vi) the Borrower is not subject to any liability for
unpaid penalties or taxes imposed under Section 502(i) of ERISA or Section 4975
of the Code and has not engaged in a prohibited transaction as defined in
Section 406 of ERISA and Section 4975 of the Code.

       3.9 COMPLIANCE WITH APPLICABLE LAWS. The Borrower and each Subsidiary (i)
is not in default with respect to any order, writ, injunction or decree of any
court or of any Federal, state, municipal or other Governmental Authority; and
(ii) is substantially complying with all applicable statutes and regulations of
each Governmental Authority having jurisdiction over its activities; except for
those orders, writs, injunctions, decrees, statutes and regulations,
non-compliance with which would not have a Material Adverse Effect.

       3.10 ENVIRONMENTAL MATTERS. Except as set forth in New Jersey Resources
Corporation's most recently filed Forms 10-K, 10-Q and 8-K, the Borrower and its
Subsidiaries are in compliance with all applicable Environmental Laws; except
for matters which do not have a Material Adverse Effect.

                                       34
<PAGE>   41

       3.11 GOVERNMENTAL APPROVAL. No order, authorization, consent, license,
validation or approval of, or notice to, filing, recording, or registration
with, any Governmental Authority, or exemption by any Governmental Authority, is
required to authorize, or (other than the filing of this Agreement with the
Securities and Exchange Commission) is required in connection with, (i) the
execution, delivery and performance of this Agreement or the Notes or (ii) the
legality, binding effect or enforceability of this Agreement or the Notes.

       3.12 REGULATIONS T, U AND X. The Borrower is not engaged in the business
of purchasing or selling Margin Stock or extending credit to others for the
purpose of purchasing or carrying Margin Stock and no part of the proceeds of
the Loans will be used to purchase or carry any Margin Stock or for any other
purpose which would violate or be inconsistent with Regulations T, U or X.

         3.13 INVESTMENT COMPANY ACT. The Borrower is not an "investment
company", or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.

       3.14 PUBLIC UTILITY HOLDING COMPANY ACT. The Borrower is not a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company" within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

       3.15 DISCLOSURE. Neither this Agreement nor any other document,
certificate or statement furnished to the Lenders or the Administrative Agent by
or on behalf of the Borrower pursuant to this Agreement contains any untrue
statement of a material fact with respect to the Borrower or its Subsidiaries.
There is no fact known to the Borrower which materially and adversely affects or
in the future may (so far as the Borrower now foresees) have a Material Adverse
Effect, which has not been set forth in this Agreement or in the other
documents, certificates and statements (financial or otherwise) furnished to the
Lenders or the Administrative Agent or otherwise disclosed in writing to the
Lenders or the Administrative Agent by or on behalf of the Borrower prior to or
on the date hereof; including but not limited to New Jersey Resources
Corporation's most recently filed Forms 10-K, 10-Q and 8-K.


ARTICLE IV. AFFIRMATIVE COVENANTS.

                  From the date hereof and thereafter until the termination of
the Commitments and until all of the Bank Indebtedness is paid in full, the
Borrower agrees that:

       4.1 USE OF PROCEEDS. The proceeds of the Loans will be used by the
Borrower for general corporate purposes and working capital purposes of the
Borrower, including, without limitation, refinancing the Existing Credit
Facilities, and to support the issuance by the Borrower of short term notes in
the commercial paper market.

       4.2      FURNISHING INFORMATION.  The Borrower shall:

                (i) deliver to the Administrative Agent (with copies for each
         Lender which Administrative Agent shall distribute) within fifty-five
         (55) days after the end of each of the first three (3) Fiscal Quarters
         in each Fiscal Year of the Borrower, New Jersey

                                       35
<PAGE>   42
         Resources Corporation's Form 10-Q filed with the Securities and
         Exchange Commission together with (A) consolidated balance sheet as at
         the end of such period for the Borrower and its Subsidiaries, (B)
         consolidated statements of income for such period for the Borrower and
         its Subsidiaries and, in the case of the second and third quarterly
         periods, for the period from the beginning of the current Fiscal Year
         to the end of such quarterly period, and (C) consolidated statements of
         cash flow for such period for the Borrower and its Subsidiaries and, in
         the case of the second and third quarterly periods, for the period from
         the beginning of the current Fiscal Year to the end of such quarterly
         period; and each such statement shall set forth, in comparative form,
         corresponding figures for the corresponding period in the immediately
         preceding Fiscal Year; and all such statements shall be prepared in
         reasonable detail in accordance with GAAP and certified, subject to
         changes resulting from year-end adjustments, by the chief financial
         officer or treasurer of the Borrower;

                (ii) deliver to the Administrative Agent (with copies for each
         Lender which Administrative Agent shall distribute) within one hundred
         (100) days after the end of each Fiscal Year of the Borrower, New
         Jersey Resources Corporation's Form 10-K filed with the Securities and
         Exchange Commission together with (A) consolidated balance sheets as at
         the end of such year for the Borrower and its Subsidiaries, (B)
         consolidated statements of income for such year for the Borrower and
         its Subsidiaries, (C) consolidated statements of cash flow for such
         year for the Borrower and its Subsidiaries, and (D) consolidated
         statements of shareholders equity for such year for the Borrower and
         its Subsidiaries; and each such statement shall set forth, in
         comparative form, corresponding figures for the immediately preceding
         Fiscal Year; and all such financial statements shall present fairly in
         all material respects the financial position of the Borrower and its
         consolidated Subsidiaries, as at the dates indicated and the results of
         its operations and its cash flow for the periods indicated, in
         conformity with GAAP; and the Borrower shall cause each of the
         consolidated financial statements described in the foregoing clauses
         (A) through (D) to be certified without limitation as to scope or
         material qualification by independent certified public accountants
         acceptable to the Administrative Agent;

                (iii) deliver to the Administrative Agent (with copies for each
         Lender which Administrative Agent shall distribute), together with each
         delivery of financial statements pursuant to items (i) and (ii) above,
         a Compliance Certificate of the Borrower substantially in the form of
         Exhibit "G" hereto, properly completed and signed by an Authorized
         Officer of the Borrower, stating (1) that such officer has reviewed the
         terms of the Loan Documents and has made, or caused to be made under
         his supervision, a review of the transactions and condition of the
         Borrower and its Subsidiaries during the accounting period covered by
         such financial statements and that such review has not disclosed the
         existence during such accounting period, and (2) that the Borrower does
         not have knowledge of the existence, as at the date of such Compliance
         Certificate, of any condition or event which constitutes an Event of
         Default or a Potential Default, or, if any such condition or event
         existed or exists, specifying the nature and period of existence
         thereof and what action the Borrower has taken or is taking or proposes
         to take with respect thereto;

                (iv) promptly give written notice to the Administrative Agent of
         any pending or, to the knowledge of the Borrower, overtly threatened
         claim in writing, litigation or threat of litigation which arises
         between the Borrower, or any of its Subsidiaries, and any

                                       36
<PAGE>   43
         other party or parties (including, without limitation, any Official
         Body) which claim, litigation or threat of litigation, individually or
         in the aggregate, is reasonably likely to cause a Material Adverse
         Change, any such notice to be given not later than five (5) Business
         Days after the Borrower becomes aware of the occurrence of any such
         claim, litigation or threat of litigation;

                  (v) deliver to the Administrative Agent (with copies for each
         Lender which Administrative Agent shall distribute) promptly upon their
         becoming available, copies of all financial statements, reports,
         notices and information statements sent or made available generally by
         the Borrower to its security holders (including, without limitation,
         proxy materials) and copies of all other regular and periodic reports
         (including, without limitation, Form 8-K), if any, filed by the
         Borrower with the Securities and Exchange Commission or any
         Governmental Authority succeeding to any of its functions, and of all
         press releases and other statements made available generally by the
         Borrower to the public concerning material developments in the business
         of the Borrower and any of its Subsidiaries taken as a whole;


                  (vi) promptly after receipt thereof, by the Borrower or the
         administrator of any Plan, deliver to the Lenders a copy of any notice
         from the PBGC that the PBGC is instituting Termination Proceedings;

                  (vii) deliver to the Administrative Agent within five (5)
         Business Days after S&P or Moody's announces a change in the Senior
         Ratings of the Borrower, or the withdrawal of any such Senior Ratings,
         notice of such change or withdrawal, together with a copy of any
         written notification which the Borrower received from the applicable
         rating agencies regarding such change or withdrawal of Senior Ratings;

                  (viii) promptly and in any event within thirty (30) days after
         the Borrower or the administrator of any Plan knows or has reason to
         know that any Reportable Event has occurred which would cause the PBGC
         to institute termination proceedings give notice thereof to the
         Administrative Agent;

                  (ix) promptly, but not later than five (5) Business Days,
         after any officer obtains knowledge of the happening of any event which
         constitutes an Event of Default or a Potential Default, give written
         notice thereof to the Administrative Agent; and

                  (x) promptly, deliver to the Lenders such other publicly
         available information and data with respect to the Borrower or any of
         its Subsidiaries as from time to time may be reasonably requested by
         any Lender.

       4.3 VISITATION. The Borrower will permit the Lenders and the Lender's
designated employees and agents to have access, from time to time, upon
reasonable notice and during normal business hours at any reasonable time, to
visit any of the properties of the Borrower, to examine and make copies of any
of its books of record and account and such reports and returns as the Borrower
may file with any Governmental Authority and discuss the Borrower's affairs and
accounts with, and be advised about them, by any Authorized Officer.

       4.4 PRESERVATION OF EXISTENCE; QUALIFICATION. At its own cost and
expense, the Borrower will do all things necessary to preserve and keep in full
force and effect its and each of its Subsidiaries' corporate existence and
qualification under the laws of their respective

                                       37
<PAGE>   44
states of incorporation and each state where, due to the nature of their
respective activities or the ownership of their respective properties,
qualification to do business is required except where (i) the lack of corporate
existence of a Subsidiary or (ii) the failure to be so qualified would not have
a Material Adverse Effect or except as permitted by Sections 5.6 and 7.4.

       4.5 COMPLIANCE WITH LAWS AND CONTRACTS. The Borrower shall and shall
cause each Subsidiary to comply with all applicable Governmental Rules
(including, but not limited to, Environmental Laws), except where failure to
comply would not have a Material Adverse Effect.

       4.6 PAYMENT OF TAXES AND OTHER LIABILITIES. The Borrower shall and shall
cause each Subsidiary to promptly pay and discharge all obligations, accounts
and liabilities to which it is subject or which are asserted against it and
which obligations, accounts and liabilities are, to the Borrower and the
Subsidiaries taken as a whole, material, including but not limited to all taxes,
assessments and governmental charges and levies upon it or upon any of its
income, profits, or property prior to the date on which penalties attach
thereto; provided, however, that for purposes of this Agreement, neither the
Borrower nor the relevant Subsidiary shall be required to pay any tax,
assessment, charge or levy (i) the payment of which is being contested in good
faith by appropriate and lawful proceedings diligently conducted and (ii) as to
which the Borrower shall have set aside on its books reserves for such claims as
are determined to be adequate pursuant to the accounting procedures employed by
the Borrower, but only to the extent that failure to discharge any such
liabilities would not result in any additional liability which would have a
Material Adverse Effect upon the Borrower and its Subsidiaries taken as a whole.

       4.7 INSURANCE. The Borrower will keep and maintain, and cause each
Subsidiary to keep and maintain, insurance with responsible insurance companies,
satisfactory to the Administrative Agent, on such of their respective
properties, in such amounts and against such risks as is customarily maintained
by similar businesses similarly situated and owning, leasing or operating
similar properties. The Borrower may satisfy the requirements of the preceding
sentence with self insurance and deductibles consistent with customary and
prudent industry standards, all as reasonably satisfactory to the Administrative
Agent. The Borrower will furnish to the Administrative Agent at the Closing and
together with the annual reports delivered pursuant to Subsection 4.2(ii)
hereof, a certificate of an Authorized Officer of the Borrower certifying that
such insurance is in force, is adequate in nature and amount and complies with
the Borrower's and each Subsidiary's obligations under this Section 4.7.

       4.8 MAINTENANCE OF PROPERTIES. The Borrower shall and shall cause its
Subsidiaries to maintain, preserve, protect and keep their respective properties
in good repair, working order and condition (ordinary wear and tear excepted),
and make all necessary and proper repairs, renewals and replacements so that
their business carried on in connection therewith may be properly and
advantageously conducted at all times, except where the failure to maintain,
preserve, protect or keep such properties would not have a Material Adverse
Effect.

       4.9 PLANS AND BENEFIT ARRANGEMENT. The Borrower shall, and shall cause
each ERISA Affiliate to, comply with ERISA, the Code and all other applicable
laws which are applicable to Plans, except where the failure to do so, alone or
in conjunction with any other failure to do so, would not have a Material
Adverse Effect.

                                       38
<PAGE>   45

       4.10 SENIOR DEBT STATUS. The Bank Indebtedness will rank at least pari
passu in priority of payment with all other Indebtedness of the Borrower, except
Indebtedness of the Borrower which may be secured by Encumbrances permitted
pursuant to Section 5.2.


ARTICLE V. NEGATIVE COVENANTS.

                  From the date hereof and thereafter until the Commitments are
terminated and until the Bank Indebtedness is paid in full, the Borrower agrees
that:

       5.1 DIVIDENDS, ETC. The Borrower will not declare or make any dividend
payment or other distribution of assets, properties, cash, rights, obligations
or securities on account of any shares of any class of capital stock of the
Borrower, or purchase, redeem or otherwise acquire for value (or permit any of
its Subsidiaries to do so) any shares of any class of capital stock of the
Borrower or any warrants, rights or options to acquire any such shares, now or
hereafter outstanding, except that the Borrower may (a) declare and make any
dividend payment or other distribution payable in common stock of the Borrower,
(b) purchase, redeem or otherwise acquire shares of its common stock or
warrants, rights or options to acquire any such shares with the proceeds
received from substantially concurrent issue of new shares of its common stock,
(c) purchase, redeem or otherwise acquire shares of its preferred stock
outstanding on the Closing Date, and (d) declare and make its quarterly dividend
on common stock and scheduled dividend on its preferred stock, so long as no
Event of Default then exists or would result therefrom.

       5.2 ENCUMBRANCES. The Borrower will not create or suffer to exist, or
permit any of its Subsidiaries to create or suffer to exist, any Encumbrance or
any other type of preferential arrangement, upon or with respect to any of its
properties, whether now owned or hereafter acquired, or assign, or permit any of
its Subsidiaries to assign, any right to receive income, in each case to secure
or provide for the payment of any Indebtedness of any Person, other than (a)
purchase money liens or purchase money security interests upon or in any
property acquired or held by the Borrower or any Subsidiary in the ordinary
course of business to secure the purchase price of such property or to secure
indebtedness incurred solely for the purpose of financing the acquisition of
such property, so long as such indebtedness does not exceed 100% of the purchase
price of such property, (b) Encumbrances existing on such property at the time
of the acquisition of such property or the acquisition of such Subsidiary (other
than any such Encumbrance created as a result of such acquisition), (c)
Permitted Encumbrances, or (d) extensions or renewals of any Encumbrance
described in clauses (a) through (c) above, provided, that (i) any such
extension or renewal shall be limited to the property theretofore subject to
such Encumbrance, (ii) the principal amount of the Indebtedness secured by such
Encumbrance shall not be increased and (iii) the aggregate principal amount of
Indebtedness secured by Encumbrances referred to in clauses (a) through (c)
above shall not exceed $5,000,000 at any time outstanding (it being expressly
agreed that any refinanced Indebtedness shall not be considered new Indebtedness
hereunder).

       5.3 INDEBTEDNESS. The Borrower shall not and shall not permit any
Subsidiary to create, incur, assume, cause, permit or suffer to exist or remain
outstanding any Indebtedness except for:

           (i) The Bank Indebtedness;

                                       39
<PAGE>   46

           (ii) Existing Indebtedness set forth on Schedule 5.3 hereof and any
extensions, renewals or refinancings thereof in outstanding principal amounts
not greater than those shown on Schedule 5.3; provided that such extensions,
renewals or refinancings when incurred and when added to the Borrower's then
outstanding Indebtedness would not cause the Borrower to be in violation of
Section 5.2 hereof;

           (iii) Additional Indebtedness as permitted under the Mortgage
Indenture in the form in effect on the Closing Date; and

           (iv) Additional Indebtedness in an aggregate principal amount not to
exceed $25,000,000 at any one time outstanding.

In addition, Indebtedness incurred pursuant to item (iii) may not contain
covenants (other than covenants relating to collateral, if any, securing such
Indebtedness as such security interests are permitted hereby) more restrictive
than or in addition to those contained herein.

       5.4 ACQUISITIONS. The Borrower will not acquire the assets of any Person
or any shares of capital stock of, or other equity interest in, any Person, or
permit any of its Subsidiaries to do so.

       5.5 SALES OF ASSETS. The Borrower shall not nor shall it permit any
Subsidiary to enter into any arrangement, direct or indirect, pursuant to which
the Borrower or any such Subsidiary shall sell or otherwise transfer or dispose
of, in a single transaction or a series of transactions, all or any substantial
part of its assets, other than a sale of assets by any such Subsidiary to
another Subsidiary or to the Borrower.

       5.6 MERGER. The Borrower shall not merge or consolidate with any other
Person or permit any of its Subsidiaries to do so, except (A) a merger or
consolidation of any Subsidiary with or into any other Subsidiary or the
Borrower, (B) a merger or consolidation of the Borrower with or into New Jersey
Resources Corporation, or (C) a merger or consolidation in which each of the
following conditions is satisfied:

           (i) the Borrower is the surviving Person or, if the Borrower is not
         the surviving Person, the surviving Person (a) assumes all obligations
         of the Borrower hereunder in form and substance satisfactory to
         Administrative Agent and (b) is acceptable to each Lender in its
         reasonable discretion;

           (ii) no Event of Default or Potential Default occurs as a result of
         such a merger or consolidation; and

           (iii) the Borrower's Consolidated Shareholder's Equity immediately
         after such merger or consolidation is not less than the Borrower's
         Consolidated Shareholder's Equity immediately prior to such merger or
         consolidation.

       5.7 REGULATION T, U AND X COMPLIANCE. The Borrower shall not and shall
not permit any Subsidiary to use the proceeds of a Loan to purchase or carry
Margin Stock or otherwise act so as to cause any Lender, in extending credit
hereunder, to be in contravention of Regulations T, U or X.

                                       40
<PAGE>   47

       5.8 ERISA. The Borrower shall not and shall not permit any ERISA
Affiliate to permit any Plan to:

           (i) engage in any "prohibited transaction", as such term is defined
         in Section 406 of ERISA and Section 4975 of the Code;

           (ii) incur any "accumulated funding deficiency", as such term is
         defined in Section 302 of ERISA, whether or not waived;

           (iii) be terminated in a manner which could result in liability to
         the PBGC under Title IV of ERISA or the imposition of a lien on the
         property of the Borrower or any ERISA Affiliate pursuant to Section
         4068 of ERISA; or

           (iv) partially or completely withdraw from any Plan, which withdrawal
         shall subject the Borrower or any ERISA Affiliate to multiemployer
         withdrawal liability pursuant to Section 4201 of ERISA.


       ARTICLE VI.  CONDITIONS PRECEDENT TO ALL DISBURSEMENTS

       6.1 ALL DISBURSEMENTS. The obligation of the Administrative Agent and the
Lenders to make any Disbursements is subject to the satisfaction of each of the
following conditions precedent:

       6.1a NO DEFAULT. The Borrower shall have performed and complied, in all
material respects, with all agreements and conditions herein required to be
performed or complied with by it prior to any Disbursements and, at the time of
such Disbursements, no Potential Default or Event of Default shall exist.

       6.1b REPRESENTATIONS CORRECT. The representations and warranties
contained in Article III hereof shall be correct in all material respects (i)
when made and (ii) at the time of each Disbursement except for such
representations and warranties which relate solely to an earlier date (in which
case such representations and warranties shall have been true and correct in all
material respects as of such date); provided, however, that for purposes of
clause (ii) of this Subsection 6.1b, the representations and warranties
contained in Section 3.6 and Section 3.10 shall be deemed updated if, and to the
extent that, an action, suit, investigation, litigation or governmental
investigation or environmental matter, as the case may be, is set forth in any
Form 10-K or 10-Q filed by New Jersey Resources Corporation in respect of any
period subsequent to the date hereof or in any Form 8-K filed by New Jersey
Resources Corporation subsequent to the date hereof.

       6.1c DISBURSEMENT REQUIREMENTS. The Borrower shall have complied with the
requirements of Section 2.1, Section 2.2 or Section 2.3, as appropriate, with
respect to the requested Disbursements.

       Each request for Disbursement shall constitute, as at the time made, a
representation and warranty by the Borrower that the matters set forth in
Subsections 6.1a and 6.1b above are true and correct.

                                       41
<PAGE>   48

       6.2 CONDITIONS PRECEDENT TO THE INITIAL DISBURSEMENT UNDER THE
COMMITMENT. The obligation of the Lenders to make the initial Disbursements is
subject to the satisfaction of each of the following conditions precedent in
addition to the applicable conditions precedent set forth in Section 6.1 above:

                           (i) Receipt by the Administrative Agent on behalf of
         each Lender of a counterpart original of this Agreement executed by the
         other Lenders and the Borrower.

                           (ii) Receipt by the Administrative Agent on behalf of
         each Lender of a Short Term Revolving Credit Note, substantially in the
         form of Exhibit "A-1" attached hereto, made payable to such Lender in
         the amount of such Lender's Short Term Revolving Credit Commitment and
         otherwise properly completed and executed by the Borrower.

                           (iii) Receipt by the Administrative Agent on behalf
         of each Lender of a Long Term Revolving Credit Note, substantially in
         the form of Exhibit "A-2" attached hereto, made payable to such Lender
         in the amount of such Lender's Long Term Revolving Credit Commitment
         and otherwise properly completed and executed by the Borrower.

                           (iv) Receipt by the Administrative Agent on behalf of
         each Lender of a Bid Rate Note, substantially in the form of Exhibit
         "C" attached hereto, made payable to such Lender in the amount of the
         aggregate of all Long Term Revolving Credit Commitments and otherwise
         properly completed and executed by the Borrower.

                           (v) Receipt by the Administrative Agent of the Swing
         Line Note, substantially in the form of Exhibit "F" attached hereto,
         made payable to the Administrative Agent and otherwise properly
         completed and executed by the Borrower.

                           (vi) Receipt by the Administrative Agent of a copy of
         a certified copy (certified by the appropriate governmental official)
         of the Borrower's Certificate of Incorporation which certification is
         dated not more than thirty (30) days prior to the Closing.

                           (vii) Receipt by the Administrative Agent of a
         certificate, duly certified as of the date of the Closing by the
         secretary or assistant secretary of the Borrower, as to (A) the By-Laws
         of the Borrower in effect as of the Closing, (B) the resolutions of the
         Borrower's Board of Directors authorizing the borrowings hereunder and
         the execution and delivery of this Agreement, the Notes, and all
         documents supplemental hereto and (C) the names of the officers of the
         Borrower authorized to sign this Agreement, the Notes, and all
         supplemental documentation and which contains a true signature of each
         such officer.

                           (viii) Receipt by the Administrative Agent of a good
         standing certificate for the Borrower from the Secretary of State of
         the State of New Jersey dated not more than thirty (30) days prior to
         the date of Closing.

                           (ix) Receipt by the Administrative Agent of the
         certificate of the Borrower required pursuant to Section 4.7 of the
         Agreement.

                           (x) Receipt by the Administrative Agent of written
         instructions addressed to the Administrative Agent and executed by an
         Authorized Officer of the Borrower relating to the initial
         Disbursement.
                                       42
<PAGE>   49

                           (xi) Receipt by the Administrative Agent on behalf of
         each Lender of a signed favorable opinion of Oleta J. Harden, Esquire,
         counsel to the Borrower, dated as of the Closing Date and in form and
         substance satisfactory to Administrative Agent and its counsel as to
         the matters set forth on Exhibit "G" attached hereto.

                           (xii) The representations and warranties of the
         Borrower contained in Article III and in the other Loan Documents
         executed and delivered by the Borrower in connection with the Closing
         shall be true and accurate in all material respects on and as of the
         Closing Date with the same effect as though such representations and
         warranties had been made on and as of such date (except representations
         and warranties which relate solely to an earlier date or time, which
         representations and warranties shall be true and correct on and as of
         the specific date or times referred to therein), and the Borrower shall
         have performed, observed and complied with all covenants and conditions
         hereof and contained in the other Loan Documents; no Event of Default
         or Potential Default under this Agreement shall have occurred and be
         continuing or shall exist; no Material Adverse Change shall have
         occurred; and there shall be delivered to the Administrative Agent, for
         the benefit of each Lender and the Administrative Agent, a certificate
         of the Borrower, dated the Closing Date and signed by an Authorized
         Officer of the Borrower, to each such effect.

                           (xiii) Receipt by the Administrative Agent on its own
         behalf and on behalf of the Lenders all Fees due and payable on or
         prior to the Closing Date and all reimbursable expenses incurred on or
         prior to the Closing Date.

                           (xiv) Receipt by the Administrative Agent of evidence
         that the Existing Credit Facilities have been terminated and all
         amounts due thereunder paid in full.


       ARTICLE VII.  DEFAULTS

       Each of the events or occurrences described in Sections 7.1 to and
including 7.10 below shall constitute an "Event of Default" hereunder.

       7.1 PAYMENT DEFAULT. Default in the payment of (i) interest on any Loan,
the Facility Fee, or any other amount due hereunder, and continuance of any such
nonpayment of such interest, Facility Fee or other amount for five (5) Business
Days, or (ii) principal of any Loan when due.

       7.2 NONPAYMENT OF OTHER INDEBTEDNESS. The Borrower or any Subsidiary
shall fail to pay any Indebtedness of the Borrower or such Subsidiary, as the
case may be, other than the Bank Indebtedness, in an aggregate amount as to the
Borrower and its Subsidiaries collectively of $5,000,000 or more, as and when
the same shall become due, or the occurrence of any default under any agreement
or instrument (including, without limitation, any default under any financial
covenant set forth in the Mortgage Indenture in the form in effect on the
Closing Date) under or pursuant to which such Indebtedness is incurred or issued
and continuance of such default beyond the period of grace, if any, allowed with
respect thereto, if such default permits or causes the acceleration of such
Indebtedness (whether or not such right shall have been waived) or the
termination of any commitment to lend with respect thereto.

                                       43
<PAGE>   50

       7.3                 INSOLVENCY.

       7.3a INVOLUNTARY PROCEEDINGS. A proceeding shall have been instituted in
a court having jurisdiction seeking a decree or order for relief in respect of
the Borrower or a Subsidiary in an involuntary case under the Federal bankruptcy
laws, or any other similar applicable Federal or state law, now or hereafter in
effect, or for the appointment of a receiver, liquidator, trustee, sequestrator
or similar official for the Borrower or any of its Subsidiaries or for a
substantial part of its or their property, or for the winding up or liquidation
of its or their affairs, and the same shall remain undismissed or unstayed and
in effect for a period of sixty (60) days.

       7.3b VOLUNTARY PROCEEDINGS. The Borrower or a Subsidiary shall institute
proceedings to be adjudicated a voluntary bankrupt, or any of them shall consent
to the filing of a bankruptcy proceeding against it, or shall file a petition or
answer or consent seeking reorganization under the Federal bankruptcy laws, or
any other similar applicable Federal or state law now or hereinafter in effect,
or shall consent to the filing of any such petition or shall consent to the
appointment of a receiver, liquidator, trustee, sequestrator or similar official
for the Borrower or any of its Subsidiaries or for a substantial part of its or
their property, or shall make an assignment for the benefit of creditors, or
shall admit in writing its or their inability to pay its or their debts
generally as they become due, or corporate action shall be taken by the Borrower
or any of its Subsidiaries in furtherance of any of the aforesaid purposes.

       7.4 TERMINATION OF EXISTENCE. The Borrower shall terminate its existence
or cease to exist or any Subsidiary shall terminate its existence or cease to
exist (i) except by reason of a permitted merger or liquidation into or a
consolidation with the Borrower or a Subsidiary, or (ii) except where a
Subsidiary's termination or cessation of its existence shall have no Material
Adverse Effect on the Borrower and its Subsidiaries, taken as a whole.

       7.5 FAILURE TO COMPLY WITH COVENANTS.

       7.5a FAILURE TO COMPLY WITH ARTICLE V COVENANTS AND CERTAIN ARTICLE IV
COVENANTS. The Borrower shall default in the observance or performance of
Section 4.3, Section 4.4, Section 4.10 or of any covenant contained in Article
V.

       7.5b FAILURE TO COMPLY WITH OTHER COVENANTS. The Borrower shall default
in the due performance or observance of any other covenant, condition or
provision set forth herein and such default shall not be remedied (i) with
respect to any default under Section 4.2(ix) for a period of ten (10) days; and
(ii) with respect to any other such default for a period of thirty (30) days
after such default is known to any officer of the Borrower or notice thereof has
been given to the Borrower by the Administrative Agent (such grace period to be
applicable only in the event such default can be remedied by corrective action
of the Borrower as determined by the Administrative Agent in its sole
discretion).

       7.6 MISREPRESENTATION. Any representation or warranty made by the
Borrower herein proves to have been untrue in any material respect as of the
date when made, or any certificate or other document furnished by the Borrower
to the Administrative Agent or any Lender pursuant to the provisions hereof
proves to have been untrue in any material respect on the date as of which the
facts set forth therein are stated or certified.

       7.7 ADVERSE JUDGMENTS, ETC. Entry or filing of any one or more judgments,
writs or warrants of attachment or of any similar process in an aggregate
amount, as to the Borrower

                                       44
<PAGE>   51
and its Subsidiaries collectively, of $1,000,000 or more in excess of any
third-party insurance protecting against such liability against the Borrower and
its Subsidiaries or against any of their respective properties and failure of
the Borrower or its Subsidiaries to vacate, pay, bond, stay or contest in good
faith such judgments, writs, warrants of attachment or other process within a
period of thirty (30) days.

       7.8 INVALIDITY OR UNENFORCEABILITY. This Agreement, the Notes or any
other Loan Document ceases to be valid and binding on the Borrower or is
declared null and void, or the validity or enforceability thereof is contested
by the Borrower or the Borrower denies it has any or further liability under
this Agreement, any Note or under the other Loan Documents to which it is a
party.

       7.9 ERISA. (i) A trustee shall be appointed by a court of competent
jurisdiction to administer any Plan of the Borrower or any ERISA Affiliate; (ii)
the PBGC shall terminate any Plan of the Borrower or any ERISA Affiliate or
appoint a trustee to administer any such Plan; or (iii) the Borrower or any
ERISA Affiliate shall incur any liability to the PBGC in connection with any
Plan, which, in any such case, likely would have a Material Adverse Effect on
the Borrower and its Subsidiaries, taken as a whole.

       7.10  CHANGE OF CONTROL.

       7.10a CHANGE OF BENEFICIAL OWNERSHIP. Any Person or group of Persons
(within the meaning of Sections 13(a) or 14(a) of the Securities Exchange Act of
1934), other than New Jersey Resources Corporation or the then current officers
or directors of the Borrower or an underwriter which obtains such ownership as a
result of effecting a firm committed underwriting of a secondary offering of the
Borrower's voting stock on behalf of such officers or directors, shall have
acquired beneficial ownership of (within the meaning of Rule 13d-3 promulgated
by the Securities and Exchange Commission under said Act) fifteen percent (15%)
or more of the voting stock of the Borrower. For purposes of calculating the
acquisition of beneficial ownership, any transfer of voting stock of the
Borrower by any Person or group of Persons to a Permitted Transferee shall be
deemed not to constitute a conveyance and acquisition of such stock. A
"Permitted Transferee" includes any of the following with respect to any then
current officer or director of the Borrower: (i) spouse; (ii) lineal descendants
of all generations and spouses of such lineal descendants; (iii) a charitable
corporation or trust established by such then current officer or director or by
a person described in (i) or (ii) preceding; (iv) a trust (or in the case of a
minor, a custodial account under a Uniform Gifts or Transfers to Minors Act) of
which the beneficiar(ies) are one or more Persons described in (i), (ii) or
(iii) preceding; and (v) an executor or administrator upon the death of such
then current officer or director or any Person described in (i) or (ii)
preceding.

       7.10b CHANGE OF COMPOSITION OF BOARD OF DIRECTORS. Within a period of
twelve (12) consecutive calendar months individuals who were directors of the
Borrower on the first day of such period shall cease to constitute a majority of
the board of directors of the Borrower unless the individuals who were elected
or appointed directors during such 12 month period were elected or appointed by
a majority of the individuals who were directors of the Borrower on the first
day of such period or their duly appointed or elected successors.

       7.11 CONSEQUENCES OF AN EVENT OF DEFAULT. If one or more of the Events of
Default occur then (a) if such Event of Default is set forth in Sections 7.3 or
7.4, the Commitments shall automatically terminate and the Notes then
outstanding shall become immediately due and

                                       45
<PAGE>   52
payable, without necessity of demand, presentation, protest, notice of dishonor
or notice of default; or (b) if such Event of Default is set forth in any of the
remaining Sections of this Article VII, then the Administrative Agent, at the
request of the Required Lenders, and without notice to the Borrower, shall
declare the Borrower in default hereunder, and upon such declaration, shall, at
the request of the Required Lenders, terminate the Commitments and/or declare
the Notes then outstanding immediately due and payable, without necessity of any
further demand, presentation, protest, notice of dishonor or further notice of
default, whereupon such Notes shall be immediately due and payable.

       7.12 REMEDIES UPON DEFAULT. Upon the termination of the Commitments and
acceleration of the Notes following the occurrence of an Event of Default, the
Lenders shall, unless such termination and acceleration subsequently have been
rescinded, have the full panoply of rights and remedies granted to them under
this Agreement and all those rights and remedies granted by law to creditors,
and the Administrative Agent, at the direction of the Required Lenders, shall
proceed to protect and enforce the Lenders' rights by an action at law, suit in
equity or other appropriate proceeding, whether for the specific performance of
any agreement contained herein, in the Notes or in any of the other Loan
Documents, or for an injunction against a violation of any of the terms hereof
or thereof, or in aid of the exercise of any power granted hereby or thereby or
by law. No right, power or remedy conferred by this Agreement, in the Notes, or
by any other Loan Document, upon the Administrative Agent or the Lenders shall
be exclusive of any other right, power or remedy referred to herein or therein
or now or hereafter available at law, in equity, by statute or otherwise. No
exercise of any one right or remedy shall be deemed a waiver of other rights or
remedies. The rights and remedies of the Administrative Agent and the Lenders
specified herein are for the sole and exclusive benefit, use and protection of
the Administrative Agent and the Lenders, and the Administrative Agent and the
Lenders shall be entitled, but shall have no duty or obligation, to exercise or
to refrain from exercising any right or remedy reserved to the Administrative
Agent or the Lenders hereunder.


       ARTICLE VIII.  AGREEMENT AMONG LENDERS.

       8.1 APPOINTMENT AND GRANT OF AUTHORITY. Each of the Lenders hereby
appoints PNC Bank, National Association, and PNC Bank, National Association
hereby agrees to act as, the Administrative Agent under this Agreement, the
Notes and the other Loan Documents. As such Administrative Agent, PNC Bank,
National Association shall have and may exercise such powers under this
Agreement and the other Loan Documents as are specifically delegated to the
Administrative Agent, by the terms hereto or thereof, together with such other
powers as are incidental thereto. Without limiting the foregoing, the
Administrative Agent, on behalf of the Lenders, is authorized to execute all of
the Loan Documents (other than this Agreement) and to accept all of the Loan
Documents and all other agreements, documents or instruments reasonably required
to carry out the intent of the parties to this Agreement.

       8.2 DELEGATION OF DUTIES. The Administrative Agent may perform any of its
duties hereunder by or through agents or employees (provided such delegation
does not constitute a relinquishment of duties as the Administrative Agent
hereunder) and, subject to Sections 8.7 and 9.2 hereof, shall be entitled to
engage and pay for the advice or services of any attorneys, accountants, or
other experts concerning all matters pertaining to duties hereunder and to rely
upon any advice so obtained.

                                       46
<PAGE>   53
       8.3 RELIANCE BY ADMINISTRATIVE AGENT ON LENDERS FOR FUNDING. Unless the
Administrative Agent shall have received notice from a Lender prior to any
Borrowing Date that such Lender will not make available to the Administrative
Agent such Lender's portion of net disbursements of Loans, the Administrative
Agent may assume that such Lender has made such portion available to the
Administrative Agent and the Administrative Agent may, in reliance upon such
assumption, make Loans to the Borrower. If and to the extent that such Lender
has not made such portion available to the Administrative Agent on or prior to
any Borrowing Date, such Lender and the Borrower severally agree to repay to the
Administrative Agent immediately upon demand, in immediately available funds,
such unpaid amount, together with interest thereon for each day from the
applicable Borrowing Date until such amount is repaid to the Administrative
Agent, at (i) in the case of the Borrower, at the rate of interest then in
effect for such Loan and (ii) in the case of such Lender, at the Federal Funds
Effective Rate. If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount shall constitute a Loan made by such Lender
for purposes of this Agreement. The failure by any Lender to pay its portion of
a Revolving Credit Loan made by the Administrative Agent shall not relieve any
other Lender of the obligation to pay its portion of net disbursements of
Revolving Credit Loans on any Borrowing Date, but no Lender shall be responsible
for the failure of any other Lender to make its net share of Revolving Credit
Loans to be made by such other Lender on such Borrowing Date.

       8.4 NON-RELIANCE ON ADMINISTRATIVE AGENT. Each Lender agrees that it has,
independently and without reliance on the Administrative Agent, based on such
documents and information as it has deemed appropriate, made its own credit
analysis and evaluation of the Borrower and its operations and decision to enter
into this Agreement and that it will, independently and without reliance upon
the Administrative Agent, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under this Agreement. Except as
otherwise provided herein, the Administrative Agent shall have no duty to keep
the Lenders informed as to the performance or observance by the Borrower of this
Agreement or any other document or instrument referred to or provided for herein
or to inspect the properties or books of the Borrower. The Administrative Agent,
in the absence of gross negligence or willful misconduct, shall not be liable to
any Lender for its failure to relay or furnish to the Lender any information.

       8.5 RESPONSIBILITY OF ADMINISTRATIVE AGENT AND OTHER MATTERS.

       8.5a MINISTERIAL NATURE OF DUTIES. As among the Lenders and the
Administrative Agent, the Administrative Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement, the Notes
or in the other Loan Documents, and those duties and responsibilities shall be
subject to the limitations and qualifications set forth in this Article VIII.
The duties of the Administrative Agent shall be ministerial and administrative
in nature.

       8.5b LIMITATION OF LIABILITY. As among the Lenders and the Administrative
Agent, neither the Administrative Agent nor any of its directors, officers,
employees or agents shall be liable for any action taken or omitted (whether or
not such action taken or omitted is within or without the Administrative Agent's
responsibilities and duties expressly set forth in this Agreement) under or in
connection with this Agreement or any other instrument or document in connection
herewith except for gross negligence or willful misconduct. Without limiting the
foregoing, neither the Administrative Agent nor any of its directors, officers
or employees shall be responsible for, or have any duty to examine (i) the
genuineness, execution, validity, effectiveness, enforceability, value or
sufficiency of (A) this Agreement, the Notes or any of the

                                       47
<PAGE>   54
other Loan Documents or (B) any other document or instrument furnished pursuant
to or in connection with this Agreement, (ii) the collectibility of any amounts
owed by the Borrower to the Lenders, (iii) the truthfulness of any recitals,
statements, representations or warranties made to the Administrative Agent or
the Lenders in connection with this Agreement, (iv) any failure of any party to
this Agreement to receive any communication sent, including any telegram,
teletype, facsimile transmission or telephone message or any writing,
application, notice, report, statement, certificate, resolution, request, order,
consent letter or other instrument or paper or communication entrusted to the
mails or to a delivery service, or (v) the assets, liabilities, financial
condition, results of operations or business, or creditworthiness of the
Borrower.

       8.5c RELIANCE. The Administrative Agent shall be entitled to act, and
shall be fully protected in acting upon, any telegram, teletype, facsimile
transmission or any writing, application, notice, report, statement,
certificate, resolution, request, order, consent, letter or other instrument,
paper or communication believed by the Administrative Agent in good faith to be
genuine and correct and to have been signed or sent or made by a proper Person.
The Administrative Agent may consult counsel and shall be entitled to act, and
shall be fully protected in any action taken in good faith, in accordance with
advice given by counsel. The Administrative Agent may employ agents and
attorneys-in-fact and shall not be liable for the default or misconduct of any
such agents or attorneys-in-fact selected by the Administrative Agent with
reasonable care. The Administrative Agent shall not be bound to ascertain or
inquire as to the performance or observance of any of the terms, provisions or
conditions of this Agreement or any of the other Loan Documents on the part of
the Borrower or any other party thereto.

       8.6 ACTIONS IN DISCRETION OF ADMINISTRATIVE AGENT; INSTRUCTIONS FROM THE
LENDERS. The Administrative Agent agrees, upon the written request of the
Required Lenders, to take or refrain from taking any action of the type
specified as being within the Administrative Agent's rights, powers or
discretion herein or under any Loan Documents, provided that the Administrative
Agent shall not be required to take any action which exposes the Administrative
Agent to personal liability or which is contrary to this Agreement or any other
Loan Document or applicable Law. In the absence of a request by the Required
Lenders, the Administrative Agent shall have authority, in its sole discretion,
to take or not to take any such action, unless this Agreement specifically
requires the consent of the Required Lenders or all of the Lenders. Any action
taken or failure to act pursuant to such instructions or discretion shall be
binding on the Lenders, subject to Section 8.5b hereof. Subject to the
provisions of Section 8.5b, no Lender shall have any right of action whatsoever
against the Administrative Agent as a result of the Administrative Agent acting
or refraining from acting hereunder in accordance with the instructions of the
Required Lenders.

       8.7 INDEMNIFICATION. To the extent the Borrower does not reimburse and
save harmless the Administrative Agent according to the terms hereof for and
from all reasonable costs, expenses and disbursements in connection herewith,
such costs, expenses and disbursements shall be borne by the Lenders ratably in
accordance with each Lender's Ratable Share. Each Lender hereby agrees on such
basis (i) to reimburse the Administrative Agent for such Lender's Ratable Share
of all such reasonable costs, expenses and disbursements on request and (ii) to
the extent of each such Lender's pro rata share, to indemnify and save harmless
the Administrative Agent against and from any and all losses, obligations,
penalties, actions, judgments and suits and other costs, expenses and
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against the

                                       48
<PAGE>   55
Administrative Agent, other than as a consequence of gross negligence or willful
misconduct on the part of the Administrative Agent, arising out of or in
connection with (i) this Agreement, the Notes, the other Loan Documents or any
other agreement, instrument or document executed or delivered in connection
herewith or therewith, or (ii) any action taken at the request of the Required
Lenders or all of the Lenders hereunder, as the case may be, including without
limitation the reasonable costs, expenses and disbursements in connection with
defending themselves against any claim or liability, or answering any subpoena
or other process related to the exercise or performance of any of their powers
or duties under this Agreement, the other Loan Documents, or any of the other
agreements, instruments or documents executed or delivered in connection
herewith or the taking or refraining from any action under or in connection with
any of the foregoing.

       8.8 ADMINISTRATIVE AGENT'S RIGHTS AS A LENDER. With respect to the
Commitments of the Administrative Agent as a Lender hereunder, and any Loans of
the Administrative Agent under this Agreement, the other Loan Documents and any
other agreements, instruments and documents delivered pursuant hereto and any
other amounts due to the Administrative Agent under this Agreement, the
Administrative Agent shall have the same rights and powers, duties and
obligations under this Agreement, the Notes, the other Loan Documents or other
agreement, instrument or document as any Lender and may exercise such rights and
powers and shall perform such duties and fulfill such obligations as though it
were not the Administrative Agent. The Administrative Agent may accept deposits
from, lend money to, and generally engage, and continue to engage, in any kind
of business with the Borrower as if it were not the Administrative Agent.

       8.9 PAYMENT TO LENDERS. Except as otherwise set forth in Section 8.3
hereof, promptly after receipt from the Borrower of any principal repayment of
the Loans, interest due on the Loans and any Facility Fees owing to the Lenders
or other amounts due under any of the Loan Documents (except for such amounts
which are payable for the sole account of any Lender or the Administrative
Agent), the Administrative Agent shall distribute to each Lender that Lender's
share of the funds so received.

       8.10 PRO RATA SHARING. Except as otherwise set forth in Section 8.3
hereof, all interest and principal payments on the Revolving Credit Loans and
all Facility Fees are to be divided pro rata among the Lenders in proportion to
the Revolving Credit Loans outstanding from each Lender or, if no such Revolving
Credit Loans are then outstanding, in proportion to the Ratable Share of each
Lender. Any sums obtained from the Borrower by any Lender by reason of the
exercise of its rights of set-off, banker's lien or in collection shall be
shared (net of costs) pro rata among the Lenders on the basis of the principal
amount of Loans outstanding. Nothing in this Section 8.10 shall be deemed to
require the sharing among the Lenders of collections specifically relating to,
or of the proceeds of any collateral securing, any other Indebtedness of the
Borrower to any Lender.

       8.11  SUCCESSOR ADMINISTRATIVE AGENT.

       8.11a RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent hereunder by giving thirty (30) days' prior
written notice to the Lenders and the Borrower. If such notice shall be given,
the Lenders shall appoint a successor agent for the Lenders, during such thirty
(30) day period, which successor agent shall be reasonably satisfactory to the
Borrower, to serve as agent hereunder and under the several Loan Documents. If
at the end of such thirty (30) day period, the Lenders have not appointed such a


                                       49
<PAGE>   56
successor, the Administrative Agent shall use reasonable commercial efforts to
procure a successor reasonably satisfactory to the Lenders and the Borrower, to
serve as agent for the Lenders hereunder and under the several Loan Documents.
Any such successor agent shall succeed to the rights, powers and duties of the
Administrative Agent.

       8.11b RIGHTS OF THE FORMER ADMINISTRATIVE AGENT. Upon the appointment of
such successor agent or upon the expiration of such thirty (30) day period (or
any longer period to which the Administrative Agent has agreed), 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 hereunder as Administrative Agent
hereunder, the provisions of this Article VIII shall inure to the benefit of
such retiring Administrative Agent as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement.

       8.12 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of an Event of Default unless the
Administrative Agent has received written 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".

       8.13 NOTICES. The Administrative Agent shall promptly send to each Lender
a copy of all notices received from the Borrower pursuant to the provisions of
this Agreement or the other Loan Documents promptly upon receipt thereof. The
Administrative Agent shall promptly notify the Borrower and the other Lenders of
each change in the Base Rate and the effective date thereof.

       8.14 HOLDERS OF NOTES. The Administrative Agent may deem and treat any
payee of any Note as the owner thereof for all purposes hereof unless and until
written notice of the assignment or transfer thereof shall have been filed with
the Administrative Agent. Any request, authority or consent of any person who at
the time of making such request or giving such authority or consent is the
holder of any Note shall be conclusive and binding on any subsequent holder,
transferee or assignee of such Note or of any Note or Notes issued in exchange
therefor.

       8.15 CALCULATIONS. In the absence of gross negligence or willful
misconduct, the Administrative Agent shall not be liable for any error in
computing the amount payable to any Lender whether in respect of the Loans, Fees
or any other amounts due to the Lenders under this Agreement. In the event an
error in computing any amount payable to any Lender is made, the Administrative
Agent, the Borrower and each affected Person shall, forthwith upon discovery of
such error, make such adjustments as shall be required to correct such error,
and any compensation therefor will be calculated at the Federal Funds Effective
Rate.

       8.16 BENEFICIARIES. Except as expressly provided herein, the provisions
of this Article IX are solely for the benefit of the Administrative Agent and
the Lenders, and the Borrower shall not have any rights to rely on or enforce
any of the provisions hereof. In performing its functions and duties under this
Agreement, the Administrative Agent shall act solely as agent of the Lenders and
does not assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for the Borrower.

                                       50
<PAGE>   57
       ARTICLE IX.  GENERAL PROVISIONS

       9.1 AMENDMENTS AND WAIVERS. Subject to the remaining provisions of this
Section 9.1, the Administrative Agent, the Lenders and the Borrower may, from
time to time, enter into amendments, extensions, renewals, modifications,
supplements and replacements to and of this Agreement, the Notes or the other
Loan Documents and the Lenders or the Required Lenders, as the case may be, may,
from time to time, waive compliance with a provision thereof. No amendment,
renewal, modification, extension, supplement, replacement or waiver of any
provision of the Agreement, the Notes or the other Loan Documents or consent to
any departure therefrom by the Borrower shall be effective unless it is in
writing and is signed by the Required Lenders (or the Administrative Agent with
the written consent of the Required Lenders), and then such waiver or consent
shall be effective only for the specific instance and for the specific purpose
for which it is given; provided, however, that no amendment, renewal,
modification, waiver or consent, unless in writing and signed by all of the
Lenders (or the Administrative Agent with the written consent of all of the
Lenders), shall do any of the following:

                           (A) increase the Commitments of any Lender or subject
         any Lender to any additional obligations hereunder;

                           (B) except for changes permitted by Section 2.12
         hereof or changes made pursuant to an Assignment and Assumption
         Agreement, change any Lender's Short Term Revolving Credit Commitment
         Percentage or Long Term Revolving Credit Commitment Percentage or the
         aggregate or individual unpaid principal amount of the Notes, or
         forgive the payment of the principal or interest payable on the Notes;

                           (C) waive an Event of Default in the payment of
         principal and/or interest due hereunder and under any of the Notes;

                           (D) decrease the interest rate relating to the
         Revolving Credit Loans;

                           (E) postpone any date fixed for any payment of
         principal of or interest on the Revolving Credit Loans, any Facility
         Fee, or any other obligations of the Borrower set forth in Article II;

                           (F) reduce any Facility Fee; or

                           (G) amend the definition of the term "Required
Lenders" or amend or waive the provisions of this Section 9.1.

Any such supplemental agreement shall apply equally to the Borrower and each of
the Lenders and shall be binding upon the Borrower, the Lenders, the
Administrative Agent and all future holders of the Notes. In the case of any
waiver, the Borrower, the Lenders and the Administrative Agent shall be restored
to their former positions and rights, and any Event of Default waived shall be
deemed to be cured and not continuing, but no such waiver shall extend to any
subsequent or other Event of Default, or impair any right consequent thereon.

                                       51
<PAGE>   58
       9.2                 EXPENSES.  The Borrower shall pay:

                           (i) All reasonable costs and expenses of the
         Administrative Agent (including without limitation the reasonable fees
         and disbursements of the Administrative Agent's special counsel, Tucker
         Arensberg, P.C.), incurred in connection with the preparation,
         negotiation, execution and delivery of this Agreement and the other
         Loan Documents and any and all other documents and instruments prepared
         in connection herewith, including but not limited to all amendments,
         extensions, modifications, replacements, waivers, consents and other
         documents and instruments prepared or entered into from time to time;

                           (ii) All reasonable costs and expenses of the
         Administrative Agent and the Lenders (including without limitation the
         reasonable fees and disbursements of the Administrative Agent's and the
         Lenders' counsels, which may be in house counsel) in connection with
         (A) the enforcement of this Agreement and the other Loan Documents
         arising pursuant to a breach by the Borrower of any of the terms,
         conditions, representations, warranties or covenants of any Loan
         Document to which it is a party, and (B) defending or prosecuting any
         actions, suits or proceedings relating to any of the Loan Documents.

All of such costs and expenses shall be payable by the Borrower to the Lenders
or the Administrative Agent, as the case may be, upon demand or as otherwise
agreed upon by the Lenders or the Administrative Agent and the Borrower, and
shall constitute Bank Indebtedness under this Agreement. The Borrower further
agrees to pay, and save the Administrative Agent and the Lenders harmless from
any and all liability for, any stamp or other taxes which may be payable with
respect to the execution or delivery of this Agreement or the issuance of the
Notes. The Borrower's obligation to pay such costs and expenses shall survive
the termination of this Agreement and the repayment of the Bank Indebtedness.

       9.3 NOTICES. Any notice, request, demand, direction or other
communication (for purposes of this Section 9.3 only, a "Notice") to be given to
or made upon any party hereto under any provision of this Agreement or any other
Loan Document shall be given or made by telephone or in writing (which includes
by means of electronic transmission (i.e., "e-mail") or facsimile transmission
or by setting forth such Notice on a site on the World Wide Web (a "Website
Posting") if Notice of such Website Posting (including the information necessary
to access such site) has previously been delivered to the applicable parties
hereto by another means set forth in this Section 9.3) in accordance with this
Section 9.3. Any such Notice must be delivered to the applicable parties hereto
at the addresses and numbers set forth below or in accordance with any
subsequent unrevoked Notice from any such party that is given in accordance with
this Section 9.3. Any Notice shall be effective:

           (i) In the case of hand-delivery, when delivered;

           (ii) If given by mail, four days after such Notice is deposited with
       the United States Postal Service, certified or registered mail postage
       prepaid, return receipt requested;

                                       52
<PAGE>   59

           (iii) In the case of a telephonic Notice, when a party is contacted
       by telephone, if delivery of such telephonic Notice is confirmed no later
       than the next Business Day by hand delivery, a facsimile or electronic
       transmission, a Website Posting or an overnight courier delivery of a
       confirmatory Notice (received before the close of business on such next
       Business Day);

           (iv) In the case of a facsimile transmission, when sent to the
       applicable party's facsimile machines telephone number, if the party
       sending such Notice receives confirmation of the delivery thereof from
       its own facsimile machine;


           (v) In the case of electronic transmission, when actually received;


           (vi) In the case of a Website Posting, upon delivery of a Notice of
       such posting (including the information necessary to access such site) by
       another means set forth in this Section 9.3; and

           (vii) If given by any other means (including by overnight courier),
       when actually received.

       Any Lender giving a Notice to the Borrower shall concurrently send a copy
thereof to the Administrative Agent, and the Administrative Agent shall promptly
notify the other Lenders of its receipt of such Notice.

       9.3a              NOTICE TO THE BORROWER.

                         New Jersey Natural Gas Company
                         1415 Wyckoff Road
                         P.O. Box 1468
                         Wall, New Jersey  07719
                         Attention: Director of Treasury Services
                                    Treasurer/General Counsel
                         Telephone:         (732) 938-1229
                         Telecopier:        (732) 938-2620

       9.3b              NOTICE TO THE ADMINISTRATIVE AGENT.

                         PNC Bank, National Association
                         Agency Services
                         One PNC Plaza - 22nd Floor
                         249 Fifth Avenue
                         Pittsburgh, Pennsylvania 15222-2707
                         Attention:  Arlene M. Ohler
                         Telephone  (412) 762-3627
                         Telecopier: (412) 762-7568

                                       53
<PAGE>   60

                         with a copy to:

                         PNC Bank, National Association
                         Energy, Metals and Mining Group
                         One PNC Plaza, 3rd Floor
                         249 Fifth Avenue
                         Pittsburgh, Pennsylvania 15222-2707
                         Attention: Brian M. Begg
                                    Vice President
                         Telephone: (412) 762-3440
                         Telecopier:        (412) 705-3232

       9.3c NOTICE TO THE LENDERS. All notices required to be delivered to the
Lenders pursuant to this Agreement shall be sent to the addresses set forth on
the signature pages of the Agreement or such Lender's signature page to the
Assignment and Assumption Agreement executed by it as a Purchasing Lender.

       9.4 TAX WITHHOLDING. At least five (5) Business Days prior to the first
date on which interest or fees are payable hereunder for the account of each
Lender, each Lender or assignee or participant of a 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 Administrative Agent and the Borrower two (2)
duly completed copies of either (i) IRS Form W-9, 1001 or 4224 or such other
applicable form prescribed by the IRS, certifying in each case that such Lender
or assignee or participant of a Lender is entitled to receive payments under
this Agreement or its Notes without deduction or withholding of United States
federal income taxes, or is subject to such tax at a reduced rate under an
applicable tax treaty or (ii) IRS Form W-8 or such other applicable form
prescribed by the IRS or a certificate of such Lender or assignee or participant
of a Lender indicating that no such exemption or reduced rate of taxation is
allowable with respect to such payments. Each Lender or assignee or participant
of a Lender which delivers an IRS Form W-8, W-9, 4224 or 1001 further undertakes
to deliver to the Administrative Agent and the Borrower two (2) additional
copies of any such form (or any successor form) on or before the date on which
that form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Borrower or the Administrative Agent, either certifying that
such Lender or assignee or participant of a Lender is entitled to receive
payments under this Agreement or its Notes without deduction or withholding of
any United States federal income taxes or is subject to such tax at a reduced
rate under an applicable tax treaty or stating the date on which that no such
exemption or reduced rate is allowable. The Administrative Agent shall be
entitled to withhold, from each payment hereunder or under the Notes payable to
it, United States federal income taxes at the full withholding rate unless each
Lender referred to in the first sentence of this Section 9.4 establishes an
exemption or at the applicable reduced rate established pursuant to the above
provisions.

       9.5 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Borrower, the Administrative Agent and the Lenders and their respective
successors and assigns, and shall inure to the benefit of the Borrower, the
Administrative Agent and the Lender and the successors and assigns of the
Administrative Agent and the Lender; provided, that the Borrower shall not
assign its rights or duties hereunder or under any of the other Loan Documents
without the prior written consent of the Lenders.

                                       54
<PAGE>   61

       9.6  ASSIGNMENTS AND PARTICIPATIONS.

       9.6a ASSIGNMENTS. Subject to the remaining provisions of this Subsection
9.6a, any Lender (a "Transferor Lender"), at any time, in the ordinary course of
its commercial banking business and in accordance with applicable law, may sell
to one or more financial institutions (individually a "Purchasing Lender"), a
portion or all of its rights and obligations under this Agreement and the Notes
then held by it, pursuant to an Assignment and Assumption Agreement
substantially in the form of Exhibit "I" executed by the Transferor Lender, such
Purchasing Lender, the Borrower (if Borrower's consent is required for such
transfer as provided below) and the Administrative Agent; subject, however to
the following requirements:

           (i) Each such assignment must be in a minimum amount of $5,000,000,
       or, if in excess thereof, in integral multiples of $1,000,000, unless
       such Lender's Commitment is less than $5,000,000, in which case such
       assignment shall be in the full amount of such Lender's Commitment;

           (ii) During the first ninety (90) days following the Closing Date,
       each assignment made shall become effective only on a date which
       coincides with the expiration date of any Euro-Rate Interest Period then
       in effect, unless the Administrative Agent agrees to waive this
       provision;

           (iii) The Administrative Agent and the Borrower must each give its
       prior consent to any such assignment which consent shall not be
       unreasonably withheld; it being agreed that it shall not be deemed
       unreasonable for the Borrower to decline to consent to such assignment if
       (A) such assignment would result in the occurrence of additional costs to
       the Borrower under Article II, or (B) the proposed assignee has not
       provided to the Borrower any tax forms received under Section 9.4;
       provided, however, no consent is required for the transfer by a Lender to
       its Affiliate or to another Lender so long as the conditions in clauses
       (A) and (B) immediately above are satisfied;

           (iv) Each such assignment shall be of a constant, and not a varying,
       percentage of the Transferor Lender's Ratable Share of the Commitments,
       outstanding Loans and all other rights and obligations under this
       Agreement and the other Loan Documents; and

           (v) The Transferor Lender shall pay to the Administrative Agent a
       $3,500 service fee for each such transfer at the time of each such
       transfer;

provided, however the restrictions set forth in item (i) above shall not apply
(x) in the case of an assignment by a Lender to an Affiliate of such Lender or
(y) in the case of any assignment by any Transferor Lender upon the occurrence
and during the continuation of an Event of Default; and provided further, that
upon the occurrence and during the continuance of an Event of Default the
consent of the Borrower to any assignment is not required.

Upon the execution, delivery, acceptance and recording of any such Assignment
and Assumption Agreement, from and after the Transfer Effective Date determined
pursuant to such Assignment and Assumption Agreement, all parties hereto agree
that (a) the Purchasing Lender thereunder shall be a party hereto as a Lender
and, to the extent provided in such Assignment and Assumption Agreement, shall
have the rights and obligations of a Lender

                                       55
<PAGE>   62
hereunder with a Commitment as set forth therein, and (b) the Transferor Lender
thereunder shall, to the extent provided in such Assignment and Assumption
Agreement, be released from its obligations as a Lender under this Agreement.
Such Assignment and Assumption Agreement shall be deemed to amend this Agreement
(without further action) to the extent, and only to the extent, necessary to
reflect the addition of such Purchasing Lender as a Lender and the resulting
adjustment of Ratable Share arising from the purchase by such Purchasing Lender
of all or a portion of the rights and obligations of such Transferor Lender
under this Agreement and its Notes. On or prior to the Transfer Effective Date,
the Borrower shall execute and deliver to the Administrative Agent, in exchange
for the surrendered Notes held by the Transferor Lender, new Notes to the order
of such Purchasing Lender in amounts equal to the Commitments or the Loans
assumed by it and purchased by it pursuant to such Assignment and Assumption
Agreement, and new Notes to the order of the Transferor Lender in amounts equal
to the Commitments or the Loans retained by it hereunder.

       In addition to the assignments permitted above, any Lender may assign and
pledge all or any portion of its Loans and Notes to any Federal Reserve Bank 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
Bank. No such assignment shall release the assigning Lender from its obligations
and duties hereunder.

       9.6b ASSIGNMENT REGISTER. The Administrative Agent shall maintain, at its
address referred to in Subsection 9.3b, a copy of each Assignment and Assumption
Agreement delivered to it and a register (the "Register") for the recordation of
the names and addresses of the Lenders and the amount of the Loans owing to each
Lender from time to time. The entries in the Register shall be conclusive, in
the absence of manifest error, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register as the
owner of the Loans recorded therein for all purposes of this Agreement. The
Register shall be available at the office of the Administrative Agent set forth
in Subsection 9.3b for inspection by either Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

       9.6c PARTICIPATIONS. Each Lender, in the ordinary course of its
commercial banking business and in accordance with applicable law, may sell to
one or more Participants a participating interest in any Loan owing to such
Lender, the interest of such Lender in any Notes or the Commitments of such
Lender. In the event of any such sale by a Lender of a participating interest to
a Participant, such Lender's obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Lender shall remain
solely responsible for the performance thereof, such Lender shall remain the
holder of its Notes for all purposes under this Agreement and the Borrower, the
other Lenders and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement or its Notes and the Participants shall have
voting rights only with respect to matters described in items (B), (C), (D), (E)
and (F) of Section 9.1.

       9.6d PROVISIONS FOR SPECIAL PURPOSE FUNDING VEHICLES. Notwithstanding
anything to the contrary contained herein, any Lender (a "Granting Lender") may
grant to a special purpose funding vehicle (an "SPC") of such Granting Lender,
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower, the option to provide to the Borrower all
or any part of any Loan that such Granting Lender would otherwise be obligated
to make to the Borrower provided that (i) nothing herein shall constitute a
commitment

                                       56
<PAGE>   63
to make any Loan by such SPC and (ii) if an SPC elects not to exercise such
option or otherwise fails to provide all or any part of such Loan, the Granting
Lender shall be obligated to make such Loan pursuant to the terms hereof. The
making of a Loan by an SPC hereunder shall utilize the Commitments of the
Granting Lender to the same extent, and as if, such Loan were made by the
Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for
any payment under this Agreement for which a Lender would otherwise be liable,
for so long as, and to the extent, the related Granting Lender makes such
payment. In furtherance of the foregoing, each party hereto hereby agrees that,
prior to the date that is one year and one day after the later of (i) the
payment in full of all outstanding senior indebtedness of such SPC and (ii) the
Termination Date, it will not institute against, or join any other person in
instituting against such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or similar proceedings under the laws of
the United States or any State thereof. In addition, notwithstanding anything to
the contrary contained in this Section 9.6d, such SPC may (i) with prior written
consent of the Borrower and the Administrative Agent (such consent not to be
unreasonably withheld) and without paying any processing fee therefor, assign
all or a portion of its interests in any Loans to its Granting Lender or to any
financial institutions providing liquidity and/or credit facilities to or for
the account of such SPC to fund the Loans made by such SPC or to support the
securities (if any) issued by such SPC to fund such Loans and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of a surety, guarantee or
credit or liquidity enhancement to such SPC. In no event shall the Borrower be
obligated to pay an SPC that has made a Loan in a greater amount than the
Borrower would have been obligated to pay under this Agreement if the Granting
Lender had made such Loan. Each Granting Lender shall indemnify and hold
harmless the Borrower and its directors, officers, employees and agents from and
against any and all losses, liabilities, claims, damages and expenses arising
from or attributable to the making of a Loan by an SPC of such Granting Lender.

       9.7 SEVERABILITY. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

       9.8 SURVIVAL. All representations, warranties, covenants and agreements
of the Borrower contained herein in the Notes or in the other Loan Documents or
made in writing in connection herewith or therewith shall survive the issuance
of the Notes and shall continue in full force and effect so long as the Borrower
may borrow hereunder and so long thereafter until payment in full of all the
Notes and the Bank Indebtedness.

       9.9 GOVERNING LAW. This Agreement, each Note and each other Loan Document
shall be a contract made under, governed by and construed in accordance with the
laws of the State of New Jersey without reference to the provision thereof
regarding conflicts of law except where such law is superseded by applicable
Federal law.

       9.10 NON-BUSINESS DAYS. Except as otherwise specifically required
pursuant to the terms of this Agreement, whenever any payment hereunder or under
the Notes is due and payable on a day which is not a Business Day, such payment
may be made on the next succeeding Business Day.

                                       57
<PAGE>   64

       9.11 INTEGRATION. This Agreement constitutes the entire agreement between
the parties relating to this financing transaction and it supersedes all prior
understandings and agreements, whether written or oral, between the parties
hereto concerning the subject matter of this Agreement.

       9.12 HEADINGS. Article, Section and other headings used in this Agreement
are intended for convenience only and shall not affect the meaning or
construction of this Agreement.

       9.13 SET-OFF. The Borrower hereby gives to the Lenders a lien and
security interest for the amount of any Bank Indebtedness upon and in any
property, credits, securities or money of the Borrower which may at any time be
delivered to, or be in the possession of, or owed by any Lender in any capacity
whatever, including the balance of any deposit account but excluding any trust
or fiduciary accounts, in each case maintained by the Borrower with such Lender.
The Borrower hereby authorizes each Lender in case of an Event of Default, at
such Lender's option, at any time and from time to time, to apply, at the
discretion of such Lender, to the payment of Bank Indebtedness, any and all such
property, credits, securities or money now or hereafter in the hands of such
Lender belonging or owed to the Borrower. Nothing herein shall restrict any
Lender's ability to set off any property, credits, securities or money of the
Borrower which may at any time be delivered to, or be in possession or owed to
any Lender in any capacity whatever to satisfy an independent obligation of the
Borrower to the Lender.

       9.14 CONSENT TO FORUM. The parties hereto each hereby irrevocably
consents to the nonexclusive jurisdiction of the Court of Common Pleas of
Allegheny County, Pennsylvania, or in the District Court of the United States
for the Western District of Pennsylvania in any action or proceeding arising out
of or relating to this Agreement, the Notes or the other Loan Documents, and
each party agrees that a summons and complaint commencing an action or
proceeding in either of such courts shall be properly served and shall confer
personal jurisdiction if served personally or by certified mail to the party at
its respective address set forth in Section 9.3, or as otherwise provided under
the laws of the Commonwealth of Pennsylvania. Further, the parties hereby
specifically waive and hereby acknowledge that the parties are estopped from
raising any claim that any such court lacks personal jurisdiction over such
party so as to prohibit either such court from adjudicating any issues raised in
a complaint filed with any such court against the Borrower or the Lenders
concerning this Agreement.

       9.15 WAIVER OF JURY TRIAL. Each of the Administrative Agent, the Lenders
and the Borrower hereby knowingly, voluntarily and intentionally waive any
rights they may have to a trial by jury in respect of any litigation based
hereon, or arising out of, under, or in connection with, this Agreement or any
other Loan Document, or any course of conduct, course of dealing, statements
(whether verbal or written) or actions of the Administrative Agent, the Lenders
or the Borrower relating hereto or thereto. The Borrower acknowledges and agrees
that it has received full and sufficient consideration for this provision (and
each other provision of each other Loan Document to which it is a party) and
that this provision is a material inducement for the Lenders to enter into this
Agreement and each such other Loan Document.

       9.16 INDEMNITY. The Borrower hereby agrees to indemnify the
Administrative Agent, the Lenders and each of their respective directors,
officers, employees, attorneys, agents and Affiliates against, and hold each of
them harmless from, any loss, liabilities, damages, claims, and reasonable costs
and expenses, joint or several, (including reasonable attorneys' fees and
disbursements reasonably incurred by any such Person in connection with the
preparation for

                                       58
<PAGE>   65
or defense of any pending or threatened claim, action or proceeding) suffered or
incurred by any of them under any applicable federal or state law or otherwise
caused by, arising out of, resulting from or in any manner connected with, the
execution, delivery and performance of each of the Loan Documents, the Loans and
any and all transactions related to or consummated in connection with the Loans.
The indemnity set forth in this Section 9.16 shall be in addition to any other
obligations or liabilities of the Borrower to the Administrative Agents or the
Lenders, or at common law or otherwise. The provisions of this Section 9.16
shall survive the payment of the Bank Indebtedness and the termination of this
Agreement. The foregoing provisions of this Section 9.16 to the contrary
notwithstanding, the Borrower shall not be obligated to indemnify the
Administrative Agent, or any Lender pursuant to this Section 9.16 for (i) any
losses, liabilities, damages, claims or costs suffered or incurred by any of
them in connection with the administrative transfer of funds in connection with
this Agreement and which arise directly from the Administrative Agent's or such
Lender's negligence or willful misconduct, or (ii) any other losses,
liabilities, damages, claims, or costs which arise directly from the
Administrative Agent's, or such Lender's gross negligence or willful misconduct.
All amounts owed pursuant to this Section 9.16 shall be part of the Bank
Indebtedness.

       9.17 COUNTERPARTS. This Agreement and any amendment, modification,
extension or renewal hereto or hereof may be executed in several counterparts
and by each party on a separate counterpart, each of which, when so executed and
delivered, shall be an original, but all of which together shall constitute but
one and the same instrument. In proving this Agreement or any amendment,
modification, extension or renewal, it shall not be necessary to produce or
account for more than one such counterpart signed by the other party against
whom enforcement is sought.

       9.18 CONFIDENTIALITY. Each Lender agrees to maintain in confidence and
not to disclose without the Borrower's consent (other than to its employees,
affiliates, auditors, counsel or other professional advisors, or to another
Lender, each of which shall also be bound by this Section 9.18) any information
concerning the Borrower or its Subsidiaries furnished pursuant to this Agreement
and identified as confidential by the party so furnishing such information;
provided that any Lender may disclose any such information (a) that has become
generally available to the public, (b) if required or appropriate in any report,
statement or testimony submitted to any regulatory body having or claiming to
have jurisdiction over such Lender, (c) if required or appropriate in respect to
any summons or subpoena or in connection with any litigation, (d) in order to
comply with any law, order, regulation or ruling applicable to such Lender, or
(e) to any prospective or actual participant under Section 9.6 hereof in
connection with any contemplated or actual transfer of a participating or other
interest in such Lender's rights or liabilities hereunder; provided, that (i)
such actual or prospective transferee executes an agreement with such Lender
containing provisions substantially identical to those contained in this Section
9.18 and (ii) in the case of any disclosure under subsection (c) above, such
Lender shall (to the extent permitted by applicable law) notify the Borrower of
such disclosure so that the Borrower may seek an appropriate protective order or
waive such Lender's compliance with the provisions of this Section, it being
understood that if the Borrower has no right to obtain such a protective order
or if the Borrower does not commence procedures to obtain such a protective
order within ten (10) Business Days of the receipt of such notice, such Lender's
compliance with this Section shall be deemed to have been waived with respect to
such disclosure.

                [THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       59
<PAGE>   66


                  IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have caused this Credit Agreement to be executed by their
respective officers thereunto duly authorized as of the date first written
above.

<TABLE>
<CAPTION>
<S>                                                     <C>
   ATTEST:                                              NEW JERSEY NATURAL GAS COMPANY


   By:                                      (SEAL)       By:                                         (SEAL)
      ---------------------------------------------          -----------------------------------------------
   Name:                                                 Name:
      ---------------------------------------------          -----------------------------------------------
   Title:                                                Title:
      ---------------------------------------------          -----------------------------------------------



                                                          PNC BANK, NATIONAL ASSOCIATION, in its capacity
                                                          as the Administrative Agent hereunder


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

</TABLE>








                                       60
<PAGE>   67
                  IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Credit Agreement by and among NEW JERSEY
NATURAL GAS COMPANY, THE LENDERS PARTY HERETO and PNC BANK, NATIONAL
ASSOCIATION, as the Administrative Agent to be executed by its duly authorized
officers as of the date first above written.

<TABLE>
<CAPTION>
<S>                                                  <C>
Short Term Revolving Credit                          PNC BANK, NATIONAL ASSOCIATION
Commitment: $16,346,153.85

Short Term Revolving Credit
Commitment Percentage:                               By:
32.69230769%                                              ---------------------------------
                                                     Name:
                                                          ---------------------------------
                                                     Title:
                                                          -----------------------------------
Long Term Revolving Credit
Commitment:       $24,519,230.77

Long Term Revolving Credit
Commitment Percentage:
32.69230769%

Addresses for notice purposes:

If by United States Mail:                            If by other means:

PNC Bank, National Association                       PNC Bank, National Association
Agency Services                                      Agency Services
One PNC Plaza - 22nd Floor                           One PNC Plaza - 22nd Floor
249 Fifth Avenue                                     249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707                  Pittsburgh, Pennsylvania 15222-2707
Attention:  Arlene M. Ohler                          Attention: Arlene M. Ohler
                                                     Telephone: (412) 762-3627
                                                     Telecopier:(412) 762-7658

With a copy to:                                      With a copy to:

PNC Bank, National Association                       PNC Bank, National Association
Energy Metals and Mining Group                       Energy Metals and Mining Group
One PNC Plaza - 3rd Floor                            One PNC Plaza - 3rd Floor
249 Fifth Avenue                                     249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707                  Pittsburgh, Pennsylvania 15222-2707
Attention: Brian M. Begg                             Attention: Brian M. Begg
           Vice President                                       Vice President
                                                     Telephone: (412) 762-3440
                                                     Telecopier:(412) 705-3232
</TABLE>

Address for Euro-Rate Loan Funding if different from above:

         N/A
--------------------------------------
--------------------------------------
--------------------------------------

Telephone:
           ---------------------------
Telecopier:
           ---------------------------
Telex:
          ----------------------------



<PAGE>   68
                  IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Credit Agreement by and among NEW JERSEY
NATURAL GAS COMPANY, THE LENDERS PARTY HERETO and PNC BANK, NATIONAL
ASSOCIATION, as the Administrative Agent to be executed by its duly authorized
officers as of the date first above written.
<TABLE>
<CAPTION>

<S>                                                 <C>
Short Term Revolving Credit                         SUMMIT BANK
Commitment:

         $11,538,461.54

Short Term Revolving Credit
Commitment Percentage:                               By:
23.07692308%                                            -----------------------
                                                     Name:
                                                        -----------------------
                                                     Title:
                                                          ---------------------
Long Term Revolving Credit
Commitment:

         $17,307,692.31

Long Term Revolving Credit
Commitment Percentage:

23.07692308%

Addresses for notice purposes:

If by United States Mail:                            If by other means:

Summit Bank                                          Summit Bank
Specialized Industries Group                         Specialized Industries Group
750 Walnut Avenue, 1st Floor                         750 Walnut Avenue, 1st Floor
Cranford, New Jersey 07016                           Cranford, New Jersey 07016
Attention: Richard J. Banning                        Attention:  Richard J. Banning
                                                     Telecopier: (908) 709-6433
                                                     Telephone:  (908) 709-2838
</TABLE>

Address for Eurodollar Rate Loan Funding if different from above:

         N/A
-----------------------------------
-----------------------------------
-----------------------------------

Telephone:
          -------------------------
Telecopier:
           ------------------------
Telex:
      -----------------------------
<PAGE>   69


                  IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Credit Agreement by and among NEW JERSEY
NATURAL GAS COMPANY, THE LENDERS PARTY HERETO and PNC BANK, NATIONAL
ASSOCIATION, as the Administrative Agent to be executed by its duly authorized
officers as of the date first above written.

<TABLE>
<CAPTION>
<S>                                                <C>
Short Term Revolving Credit                         BANK ONE, NA
Commitment:

         $7,692,307.69

Short Term Revolving Credit
Commitment Percentage:                              By:
15.38461538%                                            -----------------------
                                                    Name:
                                                        -----------------------
                                                    Title:
                                                         ----------------------
Long Term Revolving Credit
Commitment:


      $11,538,461.54

Long Term Revolving Credit
Commitment Percentage:

15.38461538%

Addresses for notice purposes:

If by United States Mail:                            If by other means:

Bank One, NA                                         Bank One, NA
1 Bank One Plaza, Suite IL 1-0363                    1 Bank One Plaza, Suite IL 1-0363
Chicago, Illinois  60670                             Chicago, Illinois  60670
Attention:        Dawn M. Lawler                     Attention: Dawn M. Lawler
                                                     Telecopier: (312) 732-3055
                                                     Telephone:  (312) 732-3857
</TABLE>
Address for Eurodollar Rate Loan Funding if different from above:

LaTanya Driver
Client Service Associate
1 Bank One Plaza Suite IL 1-0634
Chicago, Illinois  60670
Telephone:  (312) 732-1395
Telecopier:  (312) 732-4840
Telex:
     --------------------------
<PAGE>   70


                  IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Credit Agreement by and among NEW JERSEY
NATURAL GAS COMPANY, THE LENDERS PARTY HERETO and PNC BANK, NATIONAL
ASSOCIATION, as the Administrative Agent to be executed by its duly authorized
officers as of the date first above written.
<TABLE>
<CAPTION>
<S>                                               <C>
Short Term Revolving Credit                       THE BANK OF NEW YORK
Commitment:

         $4,807,692.31

Short Term Revolving Credit
Commitment Percentage:                            By:
                                                     --------------------------
9.61538462%                                       Name:
                                                      -------------------------
                                                  Title:
                                                       ------------------------
Long Term Revolving Credit
Commitment:

         $7,211,538.46

Long Term Revolving Credit
Commitment Percentage:

9.61538462%

Addresses for notice purposes:

If by United States Mail:                            If by other means:

The Bank of New York                                 The Bank of New York
One Wall Street, 19th Floor                          One Wall Street, 19th Floor
New York, New York  10286                            New York, New York  10286
Attention: Cynthia Howells                           Attention: Cynthia Howells
                                                     Telecopier:(212) 635-7923
                                                     Telephone: (212) 635-7889
</TABLE>

Address for Eurodollar Rate Loan Funding if different from above:

The Bank of New York
Commercial Loan Servicing Department
101 Barclay Street
New York, New York  10286
Attention:  Bill Barbiero

Telephone:
          ----------------------
Telecopier:
          ----------------------
Telex:
          ----------------------

<PAGE>   71


                  IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Credit Agreement by and among NEW JERSEY
NATURAL GAS COMPANY, THE LENDERS PARTY HERETO and PNC BANK, NATIONAL
ASSOCIATION, as the Administrative Agent to be executed by its duly authorized
officers as of the date first above written.
<TABLE>
<CAPTION>

<S>                                                   <C>
Short Term Revolving Credit                           CITIZENS BANK OF MASSACHUSETTS
Commitment:

         $4,807,692.31

Short Term Revolving Credit
Commitment Percentage:                                By:
                                                         -----------------------
9.61538462%                                           Name:
                                                           ---------------------
                                                      Title:
                                                            -------------------
Long Term Revolving Credit
Commitment:

         $7,211,538.46

Long Term Revolving Credit
Commitment Percentage:

9.61538462%

Addresses for notice purposes:

If by United States Mail:                            If by other means:

Citizens Bank of Massachusetts                       Citizens Bank of Massachusetts
28 State Street                                      28 State Street
Boston, Massachusetts 02109                          Boston, Massachusetts 02109
Attention: Michael Ouellet                           Attention: Michael Ouellet
                                                     Telecopier: (617) 263-0439
                                                     Telephone:  (617) 994-7034
</TABLE>

Address for Eurodollar Rate Loan Funding if different from above:

         N/A
-------------------------------
-------------------------------
-------------------------------
Telephone:
          ---------------------
Telecopier:
           --------------------
Telex:
           --------------------

<PAGE>   72


                  IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Credit Agreement by and among NEW JERSEY
NATURAL GAS COMPANY, THE LENDERS PARTY HERETO and PNC BANK, NATIONAL
ASSOCIATION, as the Administrative Agent to be executed by its duly authorized
officers as of the date first above written.

<TABLE>
<CAPTION>
<S>                                                  <C>
Short Term Revolving Credit                          BANK OF TOKYO-MITSUBISHI TRUST
Commitment:                                          COMPANY

         $4,807,692.31

Short Term Revolving Credit
Commitment Percentage:                               By:
                                                        -----------------------
9.61538462%                                          Name:
                                                        ------------------------
                                                     Title:
                                                         ----------------------

Long Term Revolving Credit
Commitment:

         $7,211,538.46

Long Term Revolving Credit
Commitment Percentage:

9.61538462%

Addresses for notice purposes:

If by United States Mail:                            If by other means:

Bank of Tokyo-Mitsubishi Trust Company               Bank of Tokyo-Mitsubishi Trust Company
1251 Avenue of the Americas, 12th Floor              1251 Avenue of the Americas, 12th Floor
New York, New York 10020-1104                        New York, New York 10020-1104
Attention: Nicholas R. Battista                      Attention:  Nicholas R. Battista
                                                     Telecopier: (212) 782-4979
                                                     Telephone:  (212) 782-4333
</TABLE>

Address for Eurodollar Rate Loan Funding if different from above:

         N/A
----------------------------
----------------------------
----------------------------
Telephone:
         -------------------
Telecopier:
          ------------------
Telex:
      ----------------------