<PAGE>   1
                                                                    EXHIBIT 10-1

                                  $135,000,000
                                CREDIT AGREEMENT

                                   Dated as of

                                 January 5, 2001

                                  By and Among

                        NEW JERSEY RESOURCES CORPORATION

                                 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>
         ARTICLE I.        DEFINITIONS............................................................................1
         1.1      Defined Terms     ..............................................................................1
         1.2      GAAP Definitions ..............................................................................13
         1.3      Other Definitional Conventions and Rules of Construction.......................................13

         ARTICLE II.       THE LOANS.............................................................................14
         2.1      The Revolving Credit...........................................................................14
                  2.1a      Revolving Credit Loans...............................................................14
                  2.1b      Commitment of Each Lender............................................................14
                  2.1c      Notes   .............................................................................14
                  2.1d      Revolving Credit Loan Request........................................................14
                  2.1e      Making Revolving Credit Loans........................................................15
                  2.1f      Temporary Reduction of Available Commitment..........................................15
         2.2      Bid Rate Loans ................................................................................15
                  2.2a      Bid Rate.............................................................................15
                  2.2b      Limitations on and Evidence of Bid Rate Loans........................................16
                  2.2c      Bid Rate Loan Procedure..............................................................16
                  2.2d      Bid Rate Loan Interest...............................................................19
                  2.2e      Base Rate Option Borrowing in Event of Cancelled Bid Rate
                            Loan Request.........................................................................19
         2.3      Swing Line Loans ..............................................................................19
                 2.3a       Swing Line Option....................................................................19
                 2.3b       Limitations on and Evidence of Swing Line Loans......................................20
                 2.3c       Swing Line Loan Procedure............................................................20
                 2.3d       Swing Line Loan Interest.............................................................20
                 2.3e       Risk Participation...................................................................20
                 2.3f       Swing Line Loan Account..............................................................20
         2.4      Interest Rates, Interest Payment and Certain Provisions Relating to
                           Interest and Fees.....................................................................21
                  2.4a      Payments of Interest.................................................................21
                  2.4b      Interest Rate Options................................................................21
                  2.4c      Interest Periods; Limitations on Elections...........................................22
                  2.4d      Election, Conversion or Renewal of Interest Rate Options.............................22
                  2.4e      Notification of Election of an Interest Rate Option..................................23
                  2.4f      Interest After Maturity..............................................................23
         2.5      Yield-Protection, Capital Adequacy and Miscellaneous Provisions Relating
                  to Euro-Rate      .............................................................................23
                  2.5a      Yield Protection.....................................................................23
                  2.5b      Capital Adequacy.....................................................................25
                  2.5c      Euro-Rate Unascertainable............................................................25
                  2.5d      Illegality...........................................................................26
         2.6      Fees              .............................................................................26
                  2.6a      Closing Fee..........................................................................26
                  2.6b      Facility Fee.........................................................................26
                  2.6c      Agent's Fee..........................................................................26
                  2.6d      Arrangement Fee......................................................................27
</TABLE>
<PAGE>   3
<TABLE>
<S>                                                                                                              <C>
         2.7      Calculation of Interest and Facility Fee.......................................................27
         2.8      Extension of Termination Date..................................................................27
         2.9      Substitution or Replacement of a Lender........................................................27
         2.10     Loan Repayment ................................................................................28
         2.11     Additional Payments by the Borrower............................................................28
         2.12     Voluntary Reduction of Availability............................................................29
         2.13     Loan Account      .............................................................................29
         2.14     Payment from Accounts Maintained by Borrower...................................................29
         2.15     Time, Place and Manner of Payments.............................................................30

         ARTICLE III.      REPRESENTATIONS AND WARRANTIES........................................................30
         3.1      Corporate Existence............................................................................30
         3.2      Corporate Authority............................................................................30
         3.3      Enforceability    .............................................................................30
         3.4      No Restrictions, No Default....................................................................31
         3.5      Financial Statements...........................................................................31
         3.6      Absence of Litigation..........................................................................31
         3.7      Tax Returns and Payments.......................................................................31
         3.8      Pension Plans     .............................................................................32
         3.9      Compliance with Applicable Laws................................................................32
         3.10     Environmental Matters..........................................................................32
         3.11     Governmental Approval..........................................................................32
         3.12     Regulations T, U and X.........................................................................32
         3.13     Investment Company Act.........................................................................32
         3.14     Public Utility Holding Company Act.............................................................33
         3.15     Disclosure        .............................................................................33

         ARTICLE IV.       AFFIRMATIVE COVENANTS.................................................................33
         4.1      Use of Proceeds ...............................................................................33
         4.2      Furnishing Information.........................................................................33
         4.3      Visitation        .............................................................................35
         4.4      Preservation of Existence; Qualification.......................................................35
         4.5      Compliance with Laws and Contracts.............................................................35
         4.6      Payment of Taxes and Other Liabilities.........................................................36
         4.7      Insurance         .............................................................................36
         4.8      Maintenance of Properties......................................................................36
         4.9      Plans and Benefit Arrangement..................................................................36
         4.10     Senior Debt Status.............................................................................36
         4.11     Ownership of New Jersey Natural Gas Company....................................................37



         ARTICLE V.        NEGATIVE COVENANTS....................................................................37
         5.1      Dividends, Etc. ...............................................................................37
         5.2      Encumbrances ..................................................................................37
         5.3      Indebtedness      .............................................................................38
         5.4      Financial Covenants............................................................................38
         5.5      Acquisitions      .............................................................................38
         5.6      Sales of Assets  ..............................................................................38
         5.7      Merger            .............................................................................38
         5.8      Regulation T, U and X Compliance...............................................................39
         5.9      ERISA             .............................................................................39
</TABLE>

                                     - ii -
<PAGE>   4
<TABLE>
<S>     <C>                                                                                                      <C>
         5.10    No Limitation on Dividends and Distribution.....................................................39

         ARTICLE VI.       CONDITIONS PRECEDENT TO ALL DISBURSEMENTS.............................................39
         6.1      All Disbursements .............................................................................39
                  6.1a      No Default...........................................................................40
                  6.1b      Representations Correct..............................................................40
                  6.1c      Disbursement Requirements............................................................40
         6.2      Conditions Precedent to the Initial Disbursement Under the Commitment..........................40

         ARTICLE VII.      DEFAULTS .............................................................................42
         7.1      Payment Default ...............................................................................42
         7.2      Nonpayment of Other Indebtedness...............................................................42
         7.3      Insolvency        .............................................................................42
                  7.3a      Involuntary Proceedings..............................................................42
                  7.3b      Voluntary Proceedings................................................................42
         7.4      Termination of Existence.......................................................................42
         7.5      Failure to Comply with Covenants...............................................................43
                  7.5a      Failure to Comply with Article V Covenants and Certain Article IV .....................
                            Covenants............................................................................43
                  7.5b      Failure to Comply with Other Covenants...............................................43
         7.6      Misrepresentation .............................................................................43
         7.7      Adverse Judgments, Etc.........................................................................43
         7.8      Invalidity or Unenforceability.................................................................43
         7.9      ERISA             .............................................................................43
         7.10     Change of Control .............................................................................44
                  7.10a     Change of Beneficial Ownership.......................................................44
                  7.10b     Change of Composition of Board of Directors..........................................44
         7.11     Cross-Default     .............................................................................44
         7.12     Consequences of an Event of Default............................................................44
         7.13     Remedies Upon Default..........................................................................45

         ARTICLE VIII.     AGREEMENT AMONG LENDERS...............................................................45
         8.1      Appointment and Grant of Authority.............................................................45
         8.2      Delegation of Duties...........................................................................45
         8.3      Reliance by Administrative Agent on Lenders for Funding........................................45
         8.4      Non-Reliance on Administrative Agent...........................................................46
         8.5      Responsibility of Administrative Agent and Other Matters.......................................46
                  8.5a      Ministerial Nature of Duties.........................................................46
                  8.5b      Limitation of Liability..............................................................46
                  8.5c      Reliance.............................................................................47
         8.6      Actions in Discretion of Administrative Agent; Instructions from the Lenders...................47
         8.7      Indemnification ...............................................................................47
         8.8      Administrative Agent's Rights as a Lender......................................................48
         8.9      Payment to Lenders.............................................................................48
         8.10     Pro Rata Sharing ..............................................................................48
         8.11     Successor Administrative Agent.................................................................48
                  8.11a     Resignation of Administrative Agent..................................................48
                  8.11b     Rights of the Former Administrative Agent............................................49
         8.12.   Notice of Default ..............................................................................49
         8.13.   Notices            .............................................................................49
         8.14.   Holders of Notes ...............................................................................49
</TABLE>

                                    - iii -
<PAGE>   5
<TABLE>
<S>                                                                                                              <C>
         8.15.   Calculations       .............................................................................49
         8.16.   Beneficiaries      .............................................................................50

         ARTICLE IX.       GENERAL PROVISIONS....................................................................50
         9.1      Amendments and Waivers.........................................................................50
         9.2      Expenses ......................................................................................51
         9.3      Notices           .............................................................................51
                  9.3a      Notice to the Borrower...............................................................52
                  9.3b      Notice to the Administrative Agent...................................................53
                  9.3c      Notice to the Lenders................................................................53
         9.4      Tax Withholding ...............................................................................53
         9.5      Successors and Assigns.........................................................................54
         9.6      Assignments and Participations.................................................................54
                  9.6a      Assignments..........................................................................54
                  9.6b      Assignment Register..................................................................55
                  9.6c      Participations.......................................................................55
                  9.6d     Provisions for Special Purpose Funding Vehicles.......................................56
         9.7      Severability      .............................................................................56
         9.8      Survival ......................................................................................56
         9.9      Governing Law .................................................................................57
         9.10     Non-Business Days .............................................................................57
         9.11     Integration       .............................................................................57
         9.12     Headings ......................................................................................57
         9.13     Set-Off           .............................................................................57
         9.14     Forum             .............................................................................57
         9.15     Waiver of Jury Trial...........................................................................58
         9.16     Indemnity         .............................................................................58
         9.17     Counterparts      .............................................................................58
         9.18     Confidentiality   .............................................................................58
</TABLE>

                                     - iv -
<PAGE>   6
                                TABLE OF EXHIBITS



Name of Exhibit


Exhibit A         -        Form of 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 RESOURCES CORPORATION, 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 (as
defined below) from each of the Lenders pursuant to which Loans, in a maximum
aggregate principal amount at any one time outstanding not to exceed
$135,000,000, will be made to the Borrower from time to time prior to the
Termination Date (as defined 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 2.6c.
<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) that correspond to the ratings established by both S&P
and Moody's applicable to New Jersey Natural Gas Company's Senior Ratings at
such date of determination:

<TABLE>
<CAPTION>
                   SENIOR SECURED DEBT RATING                    APPLICABLE EURO-RATE MARGIN
                   --------------------------                    ---------------------------
<S>                                                              <C>
          Level 1                                                 40.0
          Greater than or equal to A+/A1

          Level 2                                                 62.5
          A-/A3

          Level 3                                                 80.0
          BBB/Baa2

          Level 4                                                 100.0
          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%) during the period in which more
than 66-2/3% of the Commitments are utilized. For the purposes hereof, the
Commitments shall be deemed to be utilized by the aggregate amount of Loans then
outstanding.

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 New Jersey
Natural Gas Company, 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 New Jersey Natural Gas Company 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
New Jersey Natural Gas Company 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
2.6d.

                  "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
<PAGE>   9
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.

                  "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.
<PAGE>   10
                  "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.

                  "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 pursuant to
Section 2.1 in an aggregate principal amount not to exceed the 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 2.1f 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.

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

                  "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 EBITDA" means, for the relevant period, the sum
of the Borrower's (i) Consolidated Net Income, (ii) Consolidated income tax
expense, (iii) Consolidated Interest Expense, (iv) Consolidated depreciation and
amortization expenses and (v) other
<PAGE>   11
Consolidated non-cash expenses for the Borrower, all determined in accordance
with GAAP; provided that there shall be excluded from Consolidated Net Income
(a) any extraordinary items of gain or loss (including, without limitation,
those items created by mandated changes in accounting treatment), and (b) any
gain or loss of any Person accounted for on the equity method, except to the
extent of cash distributions received during the relevant period.

                  "Consolidated Interest Expense" means, for the relevant
period, on a Consolidated basis, the sum of all interest due and payable by the
Borrower and its Subsidiaries with regard to Indebtedness for such period.

                  "Consolidated Net Income" means the net income (or deficit) of
the Borrower and its Subsidiaries, for the period in question, after deducting
all operating expenses, provisions for all taxes and reserves (including
reserves for all deferred income taxes) and all other proper deductions, all
determined on a Consolidated basis in accordance with GAAP, consistently
applied.

                  "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.

                  "Consolidated Total Capitalization" means as of any date of
determination the sum of (i) Consolidated Total Indebtedness plus (ii)
Consolidated Shareholders' Equity.

                  "Consolidated Total Indebtedness" means the Indebtedness of
the Borrower and its Consolidated Subsidiaries 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.

                  "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
<PAGE>   12
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.

                  "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.
<PAGE>   13
                  "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.

                  "Extension Agreement" has the meaning given it in Section 2.8.

                  "Extension Date" has the meaning given it in Section 2.8.

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

                  "Facility Fee Rate" shall means a rate per annum equal to the
following annualized rates (stated in terms of basis points) that correspond to
the ratings established by both S&P and Moody's applicable to New Jersey Natural
Gas Company's Senior Ratings at such date of determination:

<TABLE>
<CAPTION>
                   SENIOR SECURED DEBT RATING                           FACILITY FEE
                   --------------------------                           ------------
<S>                                                               <C>
          Level 1                                                 10.0
          Greater than or equal to A+/A1

          Level 2                                                 12.5
          A-/A3

          Level 3                                                 20.0
          BBB/Baa2

          Level 4                                                 25.0
          BBB-/Baa3 or less
</TABLE>

For purposes of determining the Facility Fee Rate: (i) if one or both of Moody's
or S&P shall fail to have in effect a Senior Rating for New Jersey Natural Gas
Company, 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
New Jersey Natural Gas Company 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 New Jersey
Natural Gas Company 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.

                  "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.
<PAGE>   14
                  "Fees" means collectively the Agent's Fees, the Closing Fee,
the Arrangement Fee and the Facility Fee.

                  "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.

                  "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
<PAGE>   15
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.

                  "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.

                  "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 New Jersey Natural Gas Company 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.
<PAGE>   16
                  "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;

                           (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
<PAGE>   17
         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 refinancing 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.

                  "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.
<PAGE>   18
                  "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 Commitment Percentages
aggregate at least fifty-one percent (51%) of the aggregate Commitment
Percentages 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" has the meaning assigned to it in Section
2.1, as the same may be reduced pursuant to Section 2.12.

                  "Revolving Credit Loan Request" means a written request for
Revolving Credit Loans made in accordance with Section 2.1d 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 Exhibit "A" to
the Agreement, together with all extensions, renewals, amendments,
modifications, substitutions and replacements thereto and thereof.

                  "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.

                  "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.

                  "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 Termination Date.
<PAGE>   19
                  "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 January 5, 2004, or such later date
as is determined pursuant to Section 2.8.

                  "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.
<PAGE>   20
ARTICLE II.  THE LOANS

2.1 THE REVOLVING CREDIT

2.1a 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 Revolving Credit Loans to the Borrower at any time from
time to time on or after the date hereof to, but not including, the Termination
Date, provided that the aggregate principal amount of each Lender's Revolving
Credit Loans outstanding hereunder to the Borrower shall not exceed at any one
time an amount equal to such Lender's Commitment Percentage of the sum of (i)
the aggregate amount of Commitments then in effect (the "Revolving Credit"),
minus (ii) the principal amount of Bid Rate Loans then outstanding, minus (iii)
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 Commitments on the Closing Date is $135,000,000. All
Revolving Credit Loans outstanding on the Termination Date shall become due and
payable in full on such date.

2.1b COMMITMENT OF EACH LENDER. Each Lender agrees, for itself only, and subject
to the terms and conditions of this Agreement, to make 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 Commitment
Percentage of the 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 Revolving Credit Loans hereunder on or after the Termination
Date.

2.1c NOTES. The obligation of the Borrower to repay, on or before the
Termination Date, the aggregate unpaid principal amount of all Revolving Credit
Loans shall be evidenced by the several Revolving Credit Notes, each
substantially in the form of Exhibit "A" hereto, drawn by the Borrower to the
order of a Lender in the maximum amount of such Lender's Commitment. The
principal amount actually due and owing to a Lender at any time shall be the
then aggregate unpaid principal amount of all 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.

2.1d 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
<PAGE>   21
specify (i) the proposed Borrowing Date; (ii) 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; (iii) 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 (iv) in the case of
Revolving Credit Loans to which the Euro-Rate Option applies, an appropriate
Euro-Rate Interest Period for each Euro-Rate Portion of the Revolving Credit
Loans to be made on such Borrowing Date.

2.1e MAKING REVOLVING CREDIT LOANS. The Administrative Agent shall, promptly
after receipt by it of a Revolving Credit Loan Request pursuant to Section 2.1d
(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) the
proposed Borrowing Date and the time and method of disbursement of such
Revolving Credit Loan; (ii) the amount and type of such Revolving Credit Loan
and the applicable Euro-Rate Portions and Euro-Rate Interest Periods (if any);
and (iii) the apportionment among the Lenders of the Revolving Credit Loans as
determined by the Administrative Agent in accordance with Section 2.1b hereof.
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.

2.1f TEMPORARY REDUCTION OF AVAILABLE COMMITMENT. While each Bid Rate Loan
advanced pursuant to Section 2.2 and each Swing Line Loan advanced pursuant to
Section 2.3 is outstanding, the principal amount available to be borrowed under
the aggregate Commitment shall be reduced by an amount equal to the principal
amount of each such Bid Rate Loan or Swing Line Loan then outstanding, and the
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. The
foregoing notwithstanding, each Lender shall remain responsible for funding its
Commitment Percentage of the Revolving Credit Loans. Such reduction shall not
affect the calculation of the Facility Fee.

2.2 BID RATE LOANS.

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 Commitments minus (b) the aggregate
principal amount of all Revolving Credit Loans and Swing Line 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 Commitment.
<PAGE>   22
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 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 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.

                  (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.
<PAGE>   23
                  (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 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

                                    (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:
<PAGE>   24
                                    (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:

                           (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,
<PAGE>   25
                           (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 2.1e.

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)
$35,000,000 or (ii) an amount which, when added to the aggregate principal
amount of all other Loans then outstanding does not exceed the aggregate amount
of the Commitments. The Administrative Agent shall have no obligation to make
Swing Line Loans hereunder on or after the 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 Termination Date. The obligation of the
Borrower to repay, prior to the Termination Date, the aggregate unpaid
<PAGE>   26
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 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 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 Commitment Percentage of such payment.

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
<PAGE>   27
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.

                  (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
<PAGE>   28
                  (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 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
<PAGE>   29
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:

                           (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,
<PAGE>   30
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 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 Commitment (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 Commitment to a level below that which
<PAGE>   31
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 Commitment (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 Commitment 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 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
<PAGE>   32
         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 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 Termination Date, a Facility Fee calculated
at a rate per annum equal to the Facility Fee Rate, on the daily (computed at
the opening of business) average amount of the 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 Termination Date.

2.6c 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.

2.6d 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 Fee 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 Fee 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 DATE. The Termination Date may be extended, in the
manner set forth in this Section 2.8, on January 5, 2002 and on each anniversary
of such date (an "Extension Date") for an additional one-year period. If the
Borrower wishes to request an extension of the Termination Date on any 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
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 (an "Extension Agreement"), the Termination Date
shall be extended, effective on such Extension Date, for an additional one-year
period to the date stated
<PAGE>   33
in such Extension Agreement. If the Borrower shall not have received affirmative
responses from all Lenders the Termination Date shall not be extended. For
purposes of this Section 2.8, 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 Commitment 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 Commitment 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 the 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 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
<PAGE>   34
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 Commitment; it being contemplated
that the Borrower may repay and reborrow from time-to-time under the Commitment
until the Termination Date. All Loans outstanding on the 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 Commitments, thereby causing a corresponding
abatement of the Facility Fee. Each such reduction shall be in a minimum
principal amount of $5,000,000 or in integral multiples thereof. The Facility
Fee shall cease to accrue with respect to any unused portion of the commitments
so terminated 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
Commitments 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

<PAGE>   35
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:

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
<PAGE>   36
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
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 the Borrower'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
<PAGE>   37
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 on the Borrower'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.

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.
<PAGE>   38
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 the Borrower'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, the Borrower'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;
<PAGE>   39
                  (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, the
         Borrower'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, (A) 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, and (B) demonstrating
         in reasonable detail compliance as at the end of such accounting period
         with the covenants contained in Section 5.4 hereof;

                  (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 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
<PAGE>   40
         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 rating of the Borrower's
         secured or unsecured senior debt, a change in any such ratings of
         either New Jersey Natural Gas Company or the Borrower, or the
         withdrawal of any such ratings, notice of such rating, change or
         withdrawal, together with a copy of any written notification which the
         Borrower or New Jersey Natural Gas Company received from the applicable
         rating agencies regarding such rating, change or withdrawal;

                  (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 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 5.7 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
<PAGE>   41
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.

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.

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.

4.11 OWNERSHIP OF NEW JERSEY NATURAL GAS COMPANY. The Borrower shall at all
times during the term hereof own 100% of the common stock of New Jersey Natural
Gas Company.


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:
<PAGE>   42
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 so long as no Event of
Default or Potential Default then exists or would result therefrom and (c)
declare and make its quarterly dividend, 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, (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), or (e) Encumbrances permitted pursuant to Section 5.2 of that
certain Credit Agreement by and among New Jersey Natural Gas Company, as
Borrower, the financial institutions party thereto as the Lenders, PNC Bank,
National Association as the Administrative Agent, Summit Bank as the Syndication
Agent, Bank One, NA as the Documentation Agent and PNC Capital Markets and
Summit Bank as the Co-Lead Arrangers.

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;

                  (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 Sections 5.2 and 5.4 thereof;
<PAGE>   43
                  (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               FINANCIAL COVENANTS.

                  (a) LEVERAGE RATIO. At no time shall its ratio of Consolidated
Total Indebtedness to its Consolidated Total Capitalization exceed .65:1.00.

                  (b) INTEREST COVERAGE RATIO. At no time shall the ratio of the
Borrower's Consolidated EBITDA for the four (4) most recently completed Fiscal
Quarters, taken as a single accounting period, to the Borrower's Consolidated
Interest Expense for the four (4) most recently completed Fiscal Quarters, taken
as a single accounting period, be less than 2.5 to 1.0.

5.5 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.

5.6 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.

5.7 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 or (B) 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.

5.8 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
<PAGE>   44
otherwise act so as to cause any Lender, in extending credit hereunder, to be in
contravention of Regulations T, U or X.

5.9 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.

5.10 NO LIMITATION ON DIVIDENDS AND DISTRIBUTION. The Borrower shall not permit
its Subsidiaries (including without limitation New Jersey Natural Gas Company)
to enter into or otherwise be bound by any agreement not to pay dividends or
make distributions to the Borrower, except for such agreements existing on the
date hereof pursuant to the Mortgage Indenture.


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 the Borrower in respect of any period subsequent to the date hereof or
in any Form 8-K filed by the Borrower subsequent to the date hereof.
<PAGE>   45
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.

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 Revolving Credit Note, substantially in the form of Exhibit
         "A" attached hereto, made payable to such Lender in the amount of such
         Lender's Commitment and otherwise properly completed and executed by
         the Borrower.

                  (iii) 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 in the
         aggregate of all Commitments and otherwise properly completed and
         executed by the Borrower.

                  (iv) 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.

                  (v) 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.

                  (vi) 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.

                  (vii) 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.

                  (viii) Receipt by the Administrative Agent of the certificate
         of the Borrower required pursuant to Section 4.7 of the Agreement.
<PAGE>   46
                  (ix) 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.

                  (x) 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 "H" attached hereto.

                  (xi) 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.

                  (xii) 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.

                  (xiii) 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 7.11 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
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
<PAGE>   47
Indebtedness (whether or not such right shall have been waived) or the
termination of any commitment to lend with respect thereto.

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, Section 4.11 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.
<PAGE>   48
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 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 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 by their duly appointed or elected successors.
<PAGE>   49
7.11 CROSS-DEFAULT. An "Event of Default" shall occur under that certain Credit
Agreement dated as of January 5, 2001 by and among New Jersey Natural Gas
Company, as the borrower, PNC Bank, National Association, as the administrative
agent, and the several lender parties thereto, as such agreement may be amended,
modified, renewed, extended or replaced from time to time, unless expressly
waived in writing or otherwise cured.

7.12 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 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 Commitment 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.

7.13 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.
<PAGE>   50
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.

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
<PAGE>   51
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 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
<PAGE>   52
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 their respective Commitment Percentages. Each Lender hereby agrees on such
basis (i) to reimburse the Administrative Agent for such Lender's pro rata 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 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 Commitment 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.
<PAGE>   53
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 accordance with their respective Commitment
Percentages. 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
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
<PAGE>   54
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.


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 Commitment 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 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;
<PAGE>   55
                  (E) postpone any date fixed for any payment of principal of or
         interest on the Revolving Credit Loans, the Facility Fee, or any other
         obligations of the Borrower set forth in Article II;

                  (F) reduce the 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.

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
<PAGE>   56
"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;

                  (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 Resources Corporation
                  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
<PAGE>   57
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

                  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
<PAGE>   58
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.

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 incurrence 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; and

                  (iv) 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.
<PAGE>   59
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 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 Commitment
Percentages 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 an amount equal to the Commitment 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 an amount equal to the
Commitment 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 Commitment 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.
<PAGE>   60
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 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 Commitment
Percentage 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.
<PAGE>   61
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.

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.
<PAGE>   62
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 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,
<PAGE>   63
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]
<PAGE>   64
                  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.


ATTEST:



By:                          (SEAL)
Name:
Title:

NEW JERSEY RESOURCES
CORPORATION


By:                          (SEAL)
Name:
Title:



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


By:
Name:
Title:
<PAGE>   65
                  IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Credit Agreement by and among NEW JERSEY
RESOURCES CORPORATION, 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.

Commitment:
         $44,134,615.38

Commitment Percentage:

         32.69230769%

Addresses for notice purposes:

If by United States Mail:

PNC Bank, National Association
Agency Services
One PNC Plaza - 22nd Floor
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
Attention:  Arlene M. Ohler



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



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

         N/A




Telephone:
Telecopier:
Telex:



PNC BANK, NATIONAL ASSOCIATION


By:
Name:
Title:



If by other means:

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) 762-7658

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
<PAGE>   66
                  IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Credit Agreement by and among NEW JERSEY
RESOURCES CORPORATION, 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.

Commitment:
         $31,153,846.15

Commitment Percentage:

         23.07692308%

Addresses for notice purposes:

If by United States Mail:

Summit Bank
Specialized Industries Group
750 Walnut Avenue, 1st Floor
Cranford, New Jersey 07016
Attention: Richard J. Banning



Address for Eurodollar Rate Loan Funding if different from above:

         N/A




Telephone:
Telecopier:
Telex:

SUMMIT BANK


By:
Name:
Title:



If by other means:

Summit Bank
Specialized Industries Group
750 Walnut Avenue, 1st Floor
Cranford, New Jersey 07016
Attention:  Richard J. Banning
Telecopier: (908) 709-6433
Telephone:  (908) 709-2838
<PAGE>   67
                  IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Credit Agreement by and among NEW JERSEY
RESOURCES CORPORATION, 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.

Commitment:
         $20,769,230.77

Commitment Percentage:

         15.38461538%

Addresses for notice purposes:

If by United States Mail:

Bank One, NA
1 Bank One Plaza, Suite IL1-0363
Chicago, Illinois  60670
Attention: Dawn M. Lawler



Address for Eurodollar Rate Loan Funding if different from above:

LaTanya Driver
Client Service Associate
1 Bank One Plaza, Suite IL1-0634
Chicago, Illinois  60670
Telephone:        (312) 732-1395
Telecopier:       (312) 732-4840
Telex:

BANK ONE, NA


By:
Name:
Title:



If by other means:

Bank One, NA
1 Bank One Plaza, IL1-0363
Chicago, Illinois  60670
Attention:        Dawn M. Lawler
Telecopier:       (312) 732-3055
Telephone:        (312) 732-3857
<PAGE>   68
                  IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Credit Agreement by and among NEW JERSEY
RESOURCES CORPORATION, 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.

Commitment:
         $12,980,769.23

Commitment Percentage:

         9.61538462%

Addresses for notice purposes:

If by United States Mail:

The Bank of New York
One Wall Street, 19th Floor
New York, New York  10286
Attention: Cynthia Howells



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:

THE BANK OF NEW YORK


By:
Name:
Title:



If by other means:

The Bank of New York
One Wall Street, 19th Floor
New York, New York  10286
Attention:        Cynthia Howells
Telecopier:       (212) 635-7923
Telephone:        (212) 635-7889
<PAGE>   69
                  IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Credit Agreement by and among NEW JERSEY
RESOURCES CORPORATION, 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.

Commitment:
         $12,980,769.23

Commitment Percentage:

         9.61538462%

Addresses for notice purposes:

If by United States Mail:

Citizens Bank of Massachusetts
28 State Street
Boston, Massachusetts 02109
Attention: Michael Ouellet



Address for Eurodollar Rate Loan Funding if different from above:

         N/A




Telephone:
Telecopier:
Telex:



CITIZENS BANK OF MASSACHUSETTS


By:
Name:
Title:



If by other means:

Citizens Bank of Massachusetts
28 State Street
Boston, Massachusetts 02109
Attention:        Michael Ouellet
Telecopier:       (617) 263-0439
Telephone:        (617) 994-7034
<PAGE>   70
                  IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Credit Agreement by and among NEW JERSEY
RESOURCES CORPORATION, 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.

Commitment:
         $12,980,769.23

Commitment Percentage:

         9.61538462%

Addresses for notice purposes:

If by United States Mail:

Bank of Tokyo-Mitsubishi Trust Company
1251 Avenue of the Americas, 12th Floor
New York, New York 10020-1104
Attention: Nicholas R. Battista



Address for Eurodollar Rate Loan Funding if different from above:

         N/A



Telephone:
Telecopier:
Telex:


BANK OF TOKYO-MITSUBISHI TRUST
COMPANY

By:
Name:
Title:



If by other means:

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