AMENDMENT AND CONSENT TO CREDIT AGREEMENT



 



CONSENT



     THIS CONSENT (the “Consent”), dated and effective as of December 19, 2003,
is made by and among NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation
(the “Borrower”), each of the GUARANTORS (as hereinafter defined), the BANKS
(as hereinafter defined), FLEET NATIONAL BANK and SUNTRUST BANK, each in its
capacity as a syndication agent, BANK OF TOKYO-MITSUBISHI TRUST COMPANY and
JPMORGAN CHASE BANK, each in its capacity as a documentation agent, BANK ONE,
NA, CITIZENS BANK OF MASSACHUSETTS and THE BANK OF NEW YORK, each in its
capacity as a co-agent and PNC BANK, NATIONAL ASSOCIATION, in its capacity as
administrative agent for the Banks (hereinafter referred to in such capacity as
the “Agent”).


W I T N E S S E T H:



     WHEREAS, reference is made to that certain Credit Agreement, dated as of
December 23, 2002, by and among the Borrower, the Guarantors party thereto, the
Banks party thereto, Fleet National Bank and SunTrust Bank, each in its
capacity as a syndication agent, Bank of Tokyo-Mitsubishi Trust Company and
JPMorgan Chase Bank, each in its capacity as a documentation agent, Bank One,
NA, Citizens Bank of Massachusetts and The Bank of New York, each in its
capacity as a co-agent, and the Agent, as amended by that certain First
Amendment to Credit Agreement, dated August 13, 2003, and as amended and
restated by that certain Amended and Restated Credit Agreement, dated the date
hereof (the “Credit Agreement”);


     WHEREAS, pursuant to Section 2.10 of the Credit Agreement, Borrower has
delivered its annual financial statements for the fiscal year ending September
30, 2003 and has provided written notice to the 364-Day Banks that it requests
an extension of the 364-Day Loan Expiration Date, and the parties hereto desire
to extend the 364-Day Loan Expiration Date subject to the terms and conditions
as set forth herein;


     WHEREAS, pursuant to Section 2.12 of the Credit Agreement, Borrower has
provided notice to the Agent that it wishes to exercise its option to increase
the Banks’ 364-Day Revolving Credit Commitments, and the parties hereto desire
to increase the Banks’ 364-Day Revolving Credit Commitments subject to the
terms and conditions as set forth herein; and


     WHEREAS, the amendment and restatement of the Credit Agreement as of the
date hereof is effective prior to the execution and effectiveness of this
Consent.


     NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally
bound hereby, covenant and agree as follows:


     1.     Definitions.


     Capitalized terms used herein unless otherwise defined herein shall have
the meanings ascribed to them in the Credit Agreement.


 






 


     2.     Consent to Extension of 364-Day Loan Expiration Date and Increase of
364-Day Revolving Credit Commitments.


     (a)  In accordance with Section 2.10 of the Credit Agreement, and subject
to satisfaction of the conditions set forth in Section 3 below, the Borrower,
the Agent and the 364-Day Banks hereby extend the 364-Day Loan Expiration Date
for an additional period of 364 days commencing on the 364-Day Loan Expiration
Date (such date being December 19, 2003) and with a new expiration date,
referred to herein as the First Extended 364-Day Expiration Date of December
16, 2004.


     (b)  In accordance with Section 2.12 of the Credit Agreement, and subject
to satisfaction of the conditions set forth in Section 3 below, the Borrower,
the Agent and the 364-Day Banks hereby increase the 364-Day Revolving Credit
Commitment in an aggregate amount of Twenty Million Dollars ($20,000,000) so
that after giving effect to such increase, each 364-Day Bank has the 364-Day
Revolving Credit Commitment and the 364-Day Revolving Credit Ratable Share as
set forth opposite such 364-Day Bank’s name on the amended and restated
Schedule 1.1(B) attached to this Consent.


     3.     Conditions of Effectiveness of this Consent.


     The effectiveness of Section 2 [Consent to Extension of 364-Day Loan
Expiration Date and Increase of 364-Day Revolving Credit Commitments] hereof is
expressly conditioned upon the satisfaction of the conditions set forth below
being satisfied to the satisfaction of the Agent and the 364-Day Banks:


     (a)  Certain Legal Details; Counterparts (364-Day Extension and Increase).
All legal details and proceedings in connection with the transactions
contemplated by this Consent shall be in form and substance satisfactory to the
Agent, the Agent shall have received from the Borrower and each of the 364-Day
Banks an executed original of this Consent, and the Agent shall have received
all such other counterpart originals or certified or other copies of such
documents and proceedings in connection with such transactions, in form and
substance satisfactory to the Agent.


     (b)  Notes. The Borrower shall have executed and delivered to each of the
364-Day Banks new Notes, reflecting the increase of the amount of each Bank’s
364-Day Revolving Credit Commitments, if any such Bank so requests.


     (c)  Representations and Warranties; No Defaults. After giving effect to
the increase in the 364-Day Revolving Credit Commitments, the representations
and warranties of the Loan Parties contained in Section 6 of the Credit
Agreement and each of the other Loan Documents shall be true and accurate as of
the date hereof 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 dates or times referred to therein), and each of the Loan Parties
shall have performed and complied with all covenants and conditions under the
Loan Documents and hereof; no Event of Default or Potential Default under the
Credit


2






 


Agreement and the other Loan Documents shall have occurred and be
continuing or shall exist; and the Chief Executive Officer, President or Chief
Financial Officer or other Authorized Officer of each Loan Party shall have
delivered to the Agent for the benefit of each Bank a duly executed certificate
dated the date hereof certifying as to the items in this Section 3(c).


     (d)  Organization, Authorization and Incumbency. There shall be delivered
to the Agent for the benefit of each Bank a certificate, dated as of the date
hereof and signed by the Secretary or an Assistant Secretary of each Loan
Party, certifying as appropriate as to:



		
	 	     (i) all action taken by such party in connection with this Consent
and the other Loan Documents together with resolutions of each Loan Party
evidencing same;
	 
	 	     (ii) the names of the officer or officers authorized to sign this
Consent and the other documents executed and delivered in connection
herewith and the true signatures of such officer or officers and
specifying the Authorized Officers permitted to act on behalf of such
Loan Party for purposes of the Loan Documents and the true signatures of
such officers, on which the Agent and each Bank may conclusively rely;
and
	 
	 	     (iii) copies of its organizational documents, including its
certificate of incorporation, bylaws, certificate of limited partnership,
partnership agreement, certificate of formation and limited liability
company agreement, in each case as in effect on the date hereof,
certified by the appropriate state official where such documents are
filed in a state office together with certificates from the appropriate
state officials as to the continued existence and good standing of each
Loan Party in each state where organized or qualified to do business,
provided, however, that each of the Loan Parties may, in lieu of
delivering copies of the foregoing organizational documents and good
standing certificates, certify that the organizational documents and good
standing certificates previously delivered by the Loan Parties to the
Agent remain in full force and effect and have not been modified, amended
or rescinded.



     (e)  Material Adverse Change. Each of the Loan Parties represents and
warrants to the Agent and the Banks that, by the execution and delivery hereof
by each Loan Party to the Agent, after giving effect to this Consent, no
Material Adverse Change shall have occurred with respect to the Borrower or any
of the Loan Parties since the Closing Date of the Credit Agreement.


     (f)  No Violation of Laws. The making of the Loans and the issuance of the
Letters of Credit shall not contravene any Law applicable to any Loan Party or
any of the Banks.


     (g)  No Actions or Proceedings. No action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or legislative body to enjoin, restrain
or prohibit, or to obtain damages in respect of the Credit Agreement, the Loan
Documents or this Consent or the consummation of the transactions contemplated
thereby or hereby or which, in the Agent’s sole discretion, would make it
inadvisable to consummate the transactions contemplated by the Credit
Agreement, the Loan Documents or this Consent.


3






 


     4.     Miscellaneous.


     (a)  Force and Effect. The Credit Agreement and each of the other Loan
Documents are hereby ratified and confirmed and are in full force and effect.
No novation is intended or shall occur by or as a result of this Consent. This
Consent is not intended to constitute, nor does it constitute, an interruption,
suspension of continuity, satisfaction, discharge of prior duties, novation, or
termination of the liens, security interests, indebtedness, loans, liabilities,
expenses, or obligations under the Credit Agreement or the other Loan
Documents.


     (b)  Governing Law. This Consent shall be deemed to be a contract under
the laws of the State of New Jersey and for all purposes shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New Jersey without regard to its conflict of laws principles.


     (c)  Counterparts. This Consent may be signed in any number of
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


     (d)  Ratification of Guarantors. Each of the Guarantors hereby executes
this Consent to evidence its consent hereto, and each Guarantor hereby ratifies
and confirms the Credit Agreement, each Guaranty Agreement and each other Loan
Document to which it is a party. No novation is intended or shall occur by or
as a result of this Consent. This Consent is not intended to constitute, nor
does it constitute, an interruption, suspension of continuity, satisfaction,
discharge of prior duties, novation, or termination of the liens, security
interests, indebtedness, loans, liabilities, expenses, or obligations under the
Credit Agreement or the other Loan Documents.


     (e)  Payment of Fees and Expenses. The Borrower unconditionally agrees to
pay and reimburse the Agent and save the Agent harmless against liability for
the payment of all out-of-pocket costs, expenses and disbursements, including
without limitation: (i) to the Agent for itself the reasonable costs and
expenses of the Agent including, without limitation, the reasonable fees and
expenses of counsel incurred by the Agent in connection with the development,
preparation, execution, administration, interpretation or performance of this
Consent, and all other documents or instruments to be delivered in connection
herewith, (ii) to the Agent for the benefit of each 364-Day Bank consenting to
the extension of the 364-Day Loan Expiration Date pursuant to Section 2(a) of
this Consent, on or prior to the Effective Date, a fee equal to 5.0 basis
points of each such 364-Day Bank’s 364-Day Revolving Credit Commitment as it
was set forth on Schedule 1.1(B) in effect immediately prior to the amendment
and restatement thereof by Schedule 1.1(B) attached to this Consent and (iii)
to the Agent for the benefit of each 364-Day Bank consenting to the increase of
the 364-Day Revolving Credit Commitment pursuant to Section 2(b) of this
Consent, on or prior to the Effective Date, a fee equal to 10.0 basis points of
the difference between (x) each such 364-Day Bank’s 364-Day Revolving Credit
Commitment as set forth on the amended and restated Schedule 1.1(B) attached to
this Consent and (y) each such consenting 364-Day Bank’s 364-Day Revolving
Credit Commitment as it was set forth on Schedule 1.1(B) in effect immediately
prior to the amendment and restatement thereof by Schedule 1.1(B) attached to
this Consent.


4






 


     (f)  Effective Date. This Consent shall be dated as of and shall be
effective as of the date of satisfaction of all items set forth in Section 3
hereof (the “Effective Date”).


[SIGNATURES BEGIN ON NEXT PAGE]



5






 





[SIGNATURE PAGE TO CONSENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]



     IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have executed this Consent as of the date first above written.



	 	 	 	 	 
	 	 	
BORROWER:	 	 
	 	 	 	 	 
	ATTEST:	 	
NEW JERSEY RESOURCES CORPORATION	 	 
	 	 	 	 	 
	 	 	
By:
	[Seal]	 
	
	 	

	 	 
	Name:	 	
Name:	 	 
	
	 	

	 
	Title:	 	
Title:	 	 
	
	 	

	 



 






 



[SIGNATURE PAGE TO CONSENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]




	 	 	 
	 	 	
GUARANTORS:
	 	 	 
	 	 	
COMMERCIAL REALTY AND RESOURCES CORP
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:
	 	 	


	 	 	
Title:
	 	 	





 






 



[SIGNATURE PAGE TO CONSENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]




	 	 	 
	 	 	
NJNR PIPELINE COMPANY
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:
	 	 	


	 	 	
Title:
	 	 	





 






 



[SIGNATURE PAGE TO CONSENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]




	 	 	 
	 	 	
NJR ENERGY CORPORATION
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:
	 	 	


	 	 	
Title:
	 	 	





 






 



[SIGNATURE PAGE TO CONSENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]




	 	 	 
	 	 	
NJR ENERGY SERVICES COMPANY
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:
	 	 	


	 	 	
Title:
	 	 	





 






 



[SIGNATURE PAGE TO CONSENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]




	 	 	 
	 	 	
NJR HOME SERVICES COMPANY
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:
	 	 	


	 	 	
Title:
	 	 	





 






 



[SIGNATURE PAGE TO CONSENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]




	 	 	 
	 	 	
BANKS:
	 	 	 
	 	 	
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
	 	 	
individually and as Documentation Agent
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:
	 	 	


	 	 	
Title:
	 	 	






 






 



[SIGNATURE PAGE TO CONSENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]




	 	 	 
	 	 	
BANK ONE, NA, individually and as Co-Agent
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:
	 	 	


	 	 	
Title:
	 	 	





 






 



[SIGNATURE PAGE TO CONSENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]




	 	 	 
	 	 	
CITIZENS BANK OF MASSACHUSETTS,
	 	 	
individually and as a Co-Agent
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:
	 	 	


	 	 	
Title:
	 	 	





 






 



[SIGNATURE PAGE TO CONSENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]




	 	 	 
	 	 	
FLEET NATIONAL BANK, individually and as
	 	 	
Syndication Agent
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:
	 	 	


	 	 	
Title:
	 	 	





 






 



[SIGNATURE PAGE TO CONSENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]




	 	 	 
	 	 	
JPMORGAN CHASE BANK, individually and as
Documentation Agent
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:
	 	 	


	 	 	
Title:
	 	 	





 






 



[SIGNATURE PAGE TO CONSENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]




	 	 	 
	 	 	
PNC BANK, NATIONAL ASSOCIATION,
	 	 	
individually and as Agent
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:
	 	 	


	 	 	
Title:
	 	 	





 






 



[SIGNATURE PAGE TO CONSENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]




	 	 	 
	 	 	
SUNTRUST BANK, individually and as
	 	 	
Syndication Agent
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:
	 	 	


	 	 	
Title:
	 	 	





 






 



[SIGNATURE PAGE TO CONSENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]




	 	 	 
	 	 	
THE BANK OF NEW YORK, individually and as a
Co-Agent
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:
	 	 	


	 	 	
Title:
	 	 	





 






 



[SIGNATURE PAGE TO CONSENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]




	 	 	 
	 	 	
WACHOVIA BANK, NATIONAL ASSOCIATION
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:
	 	 	


	 	 	
Title:
	 	 	





 






 



SCHEDULE 1.1(B)



NEW JERSEY RESOURCES CORPORATION



Part 1 - Commitments of Banks and Addresses for Notices to Banks




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	Commitment	 	 	 	 	 	Revolving	 	 	 	 
	 	 	Commitment	 	for 364-Day	 	 	 	 	 	Credit	 	364-Day
	 	 	for Revolving	 	Revolving	 	 	 	 	 	Ratable	 	Revolving Credit
	Bank	 	Credit Loans	 	Credit Loans	 	Ratable Share	 	Share	 	Ratable Share
	
	 	
	 	
	 	
	 	
	 	

	PNC BANK, NATIONAL ASSOCIATION	 	$	
21,700,000	 	 	$	10,700,000	 	 	 	10.317307692	%	 	 	27.125	%	 	 	8.9166666667	%
	 
	Address for Notices:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16th Floor	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Two Tower Center Boulevard East	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Brunswick, New Jersey 08816	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Michael Nardo	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (732) 220-3229	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (732) 220-3270	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Address of Lending Office:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PNC Agency Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PNC Firstside Center, 4th Floor	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	500 First Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pittsburgh, Pennsylvania 15219	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Lisa Pierce	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (412) 762-6442	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (412) 762-8672	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	BANK ONE, NA	 	$	
 7,500,000	 	 	$	9,200,000	 	 	 	7.798076923	%	 	 	9.375	%	 	 	7.6666666667	%
	 
	Address for Notices:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1 Bank One Plaza, Suite IL1-0363	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Chicago, Illinois 60670	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Dawn Hamm	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (312) 732-6899	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (312) 732-3055	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Address of Lending Office:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1 Bank One Plaza, Suite IL1-0634	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Chicago, Illinois 60670	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Ron Cromey	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (312) 732-7494	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (312) 732-3055	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Amount of	 	Amount of	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Commitment for	 	Commitment for	 	 	 	 	 	 	 	 	 	364-Day Revolving
	 	 	 	Revolving Credit	 	364-Day Revolving	 	 	 	 	 	Revolving Credit	 	Credit Ratable
	Bank	 	Loans	 	Credit Loans	 	Ratable Share	 	Ratable Share	 	Share
	
	 	
	 	
	 	
	 	
	 	

	BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
	 	$	9,500,000	 	 	$	18,100,000	 	 	 	14.836538462	%	 	 	11.875	%	 	 	15.0833333333	%
	 
	Address for Notices:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12th Floor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1251 Avenue of the Americas
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New York, New York 10020-1104
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Nicholas Battista
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (212)782-4333
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (212)782-6440
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Matthew Hughes
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (212)782-4303
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (212)782-6440
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Address of Lending Office:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12th Floor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1251 Avenue of the Americas
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New York, New York 10020-1104
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Rolando Uy
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (201)413-8570
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (201) 521-2304 or 2305
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	CITIZENS BANK OF MASSACHUSETTS
	 	$	7,500,000	 	 	$	9,200,000	 	 	 	7.798076923	%	 	 	9.375	%	 	 	7.6666666667	%
	 
	Address for Notices:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28 State Street
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boston, Massachusetts 02109
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Michael Ouellet
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (617)994-7034
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (617)263-0439
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Address of Lending Office:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20 Cabot Road
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Medford, Massachusetts
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Maria Chaplain
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (781)655-4391
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (781)655-4050
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Amount of	 	Amount of	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Commitment for	 	Commitment for	 	 	 	 	 	 	 	 	 	364-Day Revolving
	 	 	 	Revolving Credit	 	364-Day Revolving	 	 	 	 	 	Revolving Credit	 	Credit Ratable
	Bank	 	Loans	 	Credit Loans	 	Ratable Share	 	Ratable Share	 	Share
	
	 	
	 	
	 	
	 	
	 	

	FLEET NATIONAL BANK
	 	$	9,500,000	 	 	$	12,000,000	 	 	 	10.144230769	%	 	 	11.875	%	 	 	10	%
	 
	Address for Notices:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Global Energy
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MADE 10009G
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	100 Federal Street
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boston, Massachusetts 02110
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Stephen J. Hoffman
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (617) 434-6520
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (617) 434-3652
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Address of Lending Office:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Global Energy
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MADE 10009G
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	100 Federal Street
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boston, Massachusetts 02110
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Francia Castillo
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (617) 434-5092
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (617) 434-0201
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	JPMORGAN CHASE BANK
	 	$	9,500,000	 	 	$	14,500,000	 	 	 	12.067307692	%	 	 	11.875	%	 	 	12.0833333333	%
	 
	Address for Notices:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	695 Route 46 West
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fairfield, New Jersey 07004
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: John C. Strickland
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (973) 439-5072
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (973) 439-5017 or 5018
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Address of Lending Office:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	695 Route 46 West
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fairfield, New Jersey 07004
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Carol Vacante
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (973) 439-5035
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (973) 439-5016
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Amount of	 	Amount of	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Commitment for	 	Commitment for	 	 	 	 	 	 	 	 	 	364-Day Revolving
	 	 	 	Revolving Credit	 	364-Day Revolving	 	 	 	 	 	Revolving Credit	 	Credit Ratable
	Bank	 	Loans	 	Credit Loans	 	Ratable Share	 	Ratable Share	 	Share
	
	 	
	 	
	 	
	 	
	 	

	SUNTRUST BANK
	 	$	9,500,000	 	 	$	16,000,000	 	 	 	13.221153846	%	 	 	11.875	%	 	 	13.3333333333	%
	 
	Address for Notices:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10th Floor, Mail Code 1929
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	303 Peachtree Street
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Atlanta, Georgia 30308
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Ryan Simmons
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (404) 724-3924
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (404) 827-6270
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Address of Lending Office:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10th Floor, Mail Code 1941
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	303 Peachtree Street
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Atlanta, Georgia 30308
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Jennifer Bauman
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (404) 230-1939
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (404) 575-2730
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	THE BANK OF NEW YORK
	 	$	5,300,000	 	 	$	7,800,000	 	 	 	6.509615385	%	 	 	6.625	%	 	 	6.5	%
	 
	Address for Notices:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	One Wall Street, 19th Floor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New York, New York 10286
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Maxine Roach
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (212) 635-7532
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (212) 635-7926
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Address of Lending Office:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Utilities Division
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	One Wall Street, 19th Floor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New York, New York 10286
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Cynthia Howells
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (212) 635-7889
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (212) 635-7923
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	WACHOVIA BANK, N.A.
	 	$	0	 	 	$	22,500,000	 	 	 	17.307692308	%	 	 	0	%	 	 	18.75	%
	 
	Address for Notices:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	301 South College Street, NC0251
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Charlotte, North Carolina 28288
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Brian Smith
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (704) 715-9941
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (704) 374-2570
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Address of Lending Office:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	201 South College Street
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Charlotte, North Carolina 28288
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Chanue Michael
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone: (704)715-1195
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telecopy: (704 383-7201
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 
	 	TOTAL
	 	$	80,000,000	 	 	$	120,000,000	 	 	 	100	%	 	 	100	%	 	 	100	%
	 
	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 



 






 


SCHEDULE 1.1(B)



NEW JERSEY RESOURCES CORPORATION



Part 2 - Addresses for Notices to Agent, Borrower and Guarantors



AGENT


PNC Bank, National Corporation

Two Tower Center Boulevard, 16th Floor

East Brunswick, New Jersey 08816

Attention: Michael Nardo

Telephone: (732) 220-3229

Telecopy: (732) 220-3270


BORROWER:


New Jersey Resources Corporation

1415 Wyckoff Road

Wall, New Jersey 07719

Attention: Dennis Puma

Telephone: (732) 938-1229

Telecopy: (732) 938-2620


GUARANTORS:


Commercial Realty and Resources Corp.

NJNR Pipeline Company

NJR Energy Corporation

NJR Energy Services Company

NJR Home Services Company

1415 Wyckoff Road

Wall, New Jersey 07719

Attention: Dennis Puma

Telephone: (732) 938-1229

Telecopy: (732) 938-2620