SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT



 



SECOND AMENDMENT TO CREDIT

AGREEMENT AND CONSENT



     THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT (the “Amendment and
Consent”), dated and effective as of December 19, 2003, is made by and among
NEW JERSEY NATURAL GAS COMPANY, a New Jersey corporation (the “Borrower”), the
BANKS (as hereinafter defined), FLEET NATIONAL BANK and SUNTRUST BANK, each in
its capacity as a documentation agent, BANK OF TOKYO-MITSUBISHI TRUST COMPANY
and JPMORGAN CHASE BANK, each in its capacity as a syndication 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 Banks party thereto, Fleet
National Bank and SunTrust Bank, each in its capacity as a documentation agent,
Bank of Tokyo-Mitsubishi Trust Company and JPMorgan Chase Bank, each in its
capacity as a syndication 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 (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; and


     WHEREAS, the Borrower has requested an increase of the 364-Day Revolving
Credit Commitments from $150,000,000 to $175,000,000 subject to the terms and
conditions as set forth herein.


     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 as amended by this
Amendment and Consent.


 






 


     2.     Amendment of Credit Agreement.


     (a)  Article 1 [Certain Definitions].



		
	 	     (i) Existing Definitions. The following existing definitions
contained in Section 1.1 the Credit Agreement are hereby amended and
restated to read as follows:




		
	 	     “Euro-Rate shall mean, with respect to the Loans comprising
any Borrowing Tranche to which the Euro-Rate Option applies for
any Interest Period, the interest rate per annum determined by the
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 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 Moneyline Telerate (or appropriate successor or,
if the British Bankers’ Association or its successor ceases to
provide such quotes, a comparable replacement determined by the
Agent) display page 3750 (or such other display page on the
Moneyline Telerate service as may replace display page 3750), two
(2) Business Days prior to the first day of such Interest Period
for an amount comparable to such Borrowing Tranche 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:




	 	 	 
	Euro-Rate	=	
Average of London interbank offered rates quoted
by BBA or appropriate successor as shown on
Moneyline Telerate Service display page 3750
	 	 	


	 	 	
1.00 - Euro-Rate Reserve Percentage




		
	 	The Euro-Rate shall be adjusted with respect to any Loan to which
the Euro-Rate Option applies that is outstanding on the effective
date of any change in the Euro-Rate Reserve Percentage as of such
effective date. The Agent shall give prompt notice to the
Borrower of the Euro-Rate as determined or adjusted in accordance
herewith, which determination shall be conclusive absent manifest
error.”




		
	 	          “Interest Period shall mean the period of time selected by
the Borrower in connection with (and to apply to) any election
permitted hereunder by the Borrower to have Revolving Credit Loans
or 364-Day Revolving Credit Loans bear interest under the
Euro-Rate Option. Subject to the last sentence of this
definition, such period shall be one, two, three or six Months,
and with approval of the Agent a shorter period. Such Interest
Period shall commence on the effective date of such Interest Rate
Option, which shall be (i) the Borrowing Date if the Borrower is
requesting new Loans, or (ii) the date of renewal of or conversion
to the Euro-Rate Option if the Borrower is renewing or converting
to the Euro-Rate Option applicable to outstanding Loans.
Notwithstanding the second sentence hereof: (A) any Interest
Period which would otherwise end on a



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	 	date which is not
a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in the next calendar
month, in which case such Interest Period shall end on the next
preceding Business Day, and (B) the Borrower shall not select,
convert to or renew an Interest Period for any portion of the
Loans that would end after the Expiration Date.”




		
	 	          “364-Day Loan Expiration Date shall mean originally with
respect to the 364-Day Revolving Credit Commitments, December 19,
2003 (the “Original Date), and after the Original Date, December
16, 2004 (with December 16, 2004 being the 364-Day Loan Expiration
Date after giving effect to the renewal of the 364-Day Revolving
Credit Commitments pursuant to the Second Amendment), or such
later date as may be agreed upon pursuant to the procedure for
extending the 364-Day Loan Expiration Date in accordance with
Section 2.10 hereof.”




		
	 	     (ii) Additional Definitions. The following new definitions are
hereby added to Section 1.1 of the Credit Agreement in alphabetical
order:




		
	 	     “Anti-Terrorism Laws shall mean any Laws relating to
terrorism or money laundering, including Executive Order No.
13224, the USA Patriot Act, the Laws comprising or implementing
the Bank Secrecy Act, and the Laws administered by the United
States Treasury Department’s Office of Foreign Asset Control (as
any of the foregoing Laws may from time to time be amended,
renewed, extended, or replaced).”




		
	 	     “Blocked Person shall have the meaning assigned to such term
in Subsection 6.1.25.”




		
	 	     “Second Amendment Effective Date shall mean December 19,
2003.”




		
	 	     “Executive Order No. 13224 shall mean the Executive Order No.
13224 on Terrorist Financing, effective September 24, 2001, as the
same has been, or shall hereafter be, renewed, extended, amended
or replaced.”




		
	 	     “Second Amendment shall mean the Second Amendment to Credit
Agreement and Consent, dated as of December 19, 2003, amending the
Agreement.”




		
	 	     “Second Amendment Effective Date shall mean December 19,
2003, which date is the effective date of the Second Amendment.”




		
	 	     “USA Patriot Act shall mean the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has
been, or shall hereafter be, renewed, extended, amended or
replaced.”



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     (b)  Article 4 [Interest Rates]


               Section 4.1 [Interest Rate Options.] is hereby amended to delete, in the
first paragraph thereof, the second sentence, which sentence reads as follows:



               “It is acknowledged and agreed that when outstanding Revolving Facility
Usage exceeds thirty-three and one third percent (33-1/3%) of the Revolving
Credit Commitments, the then applicable Swing Loan Interest Rate shall be
automatically increased by (0.125%).”



     (c)  Article 6 [Representations and Warranties].



		
	 	     The following new Section shall be inserted into the Credit
Agreement immediately following Section 6.1.24:



                    “6.1.25 Anti-Terrorism Laws; Executive Order No. 13224.



                    Neither the Borrower nor any Subsidiary of the Borrower is any of the
following (each a “Blocked Person”):



                    (i) a Person that is listed in the annex to, or is otherwise subject to
the provisions of, the Executive Order No. 13224;



                    (ii) a Person owned or controlled by, or acting for or on behalf of, any
Person that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order No. 13224;



                    (iii) a Person or entity with which any Bank is prohibited from dealing or
otherwise engaging in any transaction by any Anti-Terrorism Law;



                    (iv) a Person or entity that commits, threatens or conspires to commit or
supports “terrorism” as defined in the Executive Order No. 13224;



                    (v) a Person or entity that is named as a “specially designated national”
on the most current list published by the United States Treasury Department
Office of Foreign Asset Control at its official website or any replacement
website or other replacement official publication of such list, or



                    (vi) a Person or entity who is affiliated or associated with a Person or
entity listed above.”



     (d)  Article 8 [Covenants].



		
	 	     (i) No Violation of Anti-Terrorism Laws. The following new Section
shall be inserted into the Credit Agreement immediately following Section
8.2.17:



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	 	     “8.2.18 No Violation of Anti-Terrorism Laws.




		
	 	     The Borrower and each Subsidiary of the Borrower shall not:
(i) violate any of the prohibitions set forth in the Executive
Order No. 13224, the USA Patriot Act or any other Anti-Terrorism
Law applicable to any of them or the business that they conduct,
and (ii) require the Agent or the Banks to take any action that
would cause the Agent or the Banks to be in violation of the
prohibitions set forth in the Executive Order No. 13224, the USA
Patriot Act or any other Anti-Terrorism Law, it being understood
that the Agent or any Bank can refuse to honor any request or
demand otherwise validly made by the Borrower under this Agreement
or any other Loan Document.”




		
	 	     (ii) Tax Shelter Regulations. The following new Section shall be
inserted into the Credit Agreement immediately following Section 8.1.11:




		
	 	     “8.1.12 Tax Shelter Regulations.




		
	 	     Neither the Borrower nor any Subsidiary of the Borrower
intends to treat the Loans and/or Letters of Credit and related
transactions as being a “reportable transaction” (within the
meaning of Treasury Regulation Section 1.6011-4). In the event
that either the Borrower or any Subsidiary of the Borrower
determines to take any action inconsistent with such intention,
the Borrower will promptly (1) notify the Agent thereof, and (2)
deliver to the Agent a duly completed copy of IRS Form 8886 or any
successor form. If the Borrower so notifies the Agent, the
Borrower acknowledges that one or more of the Banks may treat its
Loans and/or Letters of Credit as part of a transaction that is
subject to Treasury Regulation Section 301.6112-1, and such Bank
or Banks, as applicable, will maintain the lists and other records
required by such Treasury Regulation.”




		
	 	     (iii) Tax Shelter Provisions. The following new Section shall be
inserted into the Credit Agreement immediately following Section 8.3.9.3:




		
	 	     “8.3.10 Tax Shelter Provisions.




		
	 	     Promptly after the Borrower or any Subsidiary of the Borrower
determines that it intends to treat any of the Loans, Letters of
Credit or related transactions as being a “reportable transaction”
as provided in Section 8.1.12




		
	 	     (1) a written notice of such intention to the Agent; and




		
	 	     (2) a duly completed copy of IRS Form 8886 or any successor
form.”



     (e)  Article 10 [The Co-Agents].



		
	 	     The following new Section shall be inserted into the Credit
Agreement immediately following Section 10.18:



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	 	     “10.19 No Reliance on Agent’s Customer Identification
Program. Each Bank acknowledges and agrees that neither such
Bank, nor any of its Affiliates, participants or assignees, may
rely on the Agent to carry out such Bank’s, Affiliate’s,
participant’s or assignee’s customer identification program, or
other obligations required or imposed under or pursuant to the USA
Patriot Act or the regulations thereunder, including the
regulations contained in 31 CFR 103.121 (as hereafter amended or
replaced, the “CIP Regulations”), or any other Anti-Terrorism Law,
including any programs involving any of the following items
relating to or in connection with the Borrower, any Subsidiary of
the Borrower, the Affiliates or the agents of the Borrower or any
Subsidiary of the Borrower, the Loan Documents or the transactions
hereunder or contemplated hereby: (1) any identity verification
procedures, (2) any recordkeeping, (3) comparisons with government
lists, (4) customer notices or (5) other procedures required under
the CIP Regulations or such other Laws.”



     (f)  Article 11 [Miscellaneous].



		
	 	     (i) Confidentiality. Section 11.12.1 is hereby amended by inserting
the following text at the end of the existing paragraph:




		
	 	     “Notwithstanding anything herein to the contrary, the information
subject to this Section 11.12.1 shall not include, and the Agent
and each Bank may disclose without limitation of any kind, any
information with respect to the “tax treatment” and “tax
structure” (in each case, within the meaning of Treasury
Regulation Section 1.6011-4) of the transactions contemplated
hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to the Agent or such Bank relating
to such tax treatment and tax structure; provided that with
respect to any document or similar item that in either case
contains information concerning the tax treatment or tax structure
of the transaction as well as other information, this sentence
shall only apply to such portions of the document or similar items
that relate to the tax treatment or tax structure of the Loans,
Letters of Credit and transactions contemplated hereby.”




		
	 	     (ii) Section 11.18 [Tax Withholding Clause] of the Credit Agreement
is hereby amended and restated and is re-titled as follows:




		
	 	     “11.18 Certifications From Banks and Participants.




		
	 	          11.18.1 Tax Withholding.




		
	 	          Each Bank or assignee or Participant of a Bank that is not
incorporated under the laws of the United States of America or a
state thereof (and, upon the written request of the Agent, each
other Bank or assignee or Participant or a Bank) agrees that it
will deliver to each of the Borrower and the Agent two (2) duly
completed appropriate valid Withholding Certificates (as defined
under §1.1441-1(c)(16) of the Income Tax Regulations (the



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	 	“Regulations”)) certifying its status (i.e., United States or
foreign person) and, if appropriate, making a claim of reduced, or
exemption from, United States withholding tax on the basis of an
income tax treaty or an exemption provided by the Internal Revenue
Code (the “Code”). Such delivery may be made by electronic
transmission as described in §1.1441-1(e)(4)(iv) of the
Regulations if the Agent establishes an electronic delivery
system. The term “Withholding Certificate” means a Form W-9; a
Form W-8BEN; a Form W-8ECI; a Form W-81MY and the related
statements and certifications as required under §1.1441-1(e)(3) of
the Regulations; a statement described in §1.871-14(c)(2)(v) of
the Regulations; or any other certificates under the Code or
Regulations that certify or establish the status of a payee or
beneficial owner as a United States or foreign person. Each Bank,
assignee or Participant required to deliver to the Borrower and
the Agent a valid Withholding Certificate pursuant to the
preceding sentence shall deliver such valid Withholding
Certificate as follows: (A) each Bank which is a party hereto on
the Closing Date shall deliver such valid Withholding Certificate
at least five (5) Business Days prior to the first date on which
any interest or Fees are payable by the Borrower hereunder for the
account of such Bank; (B) each assignee or Participant shall
deliver such valid Withholding Certificate at least five (5)
Business Days before the effective date of such assignment or
Participation (unless the Agent in its sole discretion shall
permit such assignee or Participant to deliver such Withholding
Certificate less than five (5) Business Days before such date in
which case it shall be due on the date specified by the Agent).
Each Bank, assignee or Participant which so delivers a valid
Withholding Certificate further undertakes to deliver to each of
the Borrower and the Agent two (2) additional copies of such
Withholding Certificate (or a successor form) on or before the
date that such Withholding Certificate expires or becomes obsolete
or after the occurrence of any event requiring a change in the
most recent Withholding Certificate so delivered by it, and such
amendments thereto or tensions or renewals thereof as may be
reasonably requested by the Borrower or the Agent.
Notwithstanding the submission of a Withholding Certificate
claiming a reduced rate of, or exemption from, United States
withholding taxes, the Agent shall be entitled to withhold United
States federal income taxes at the full 30% withholding rate if in
its reasonable judgment it is required to do so under the due
diligence requirements imposed upon a withholding agent under
§1.1441-7(b) of the Regulations. Further, the Agent is
indemnified under §1.1461-1(e) of the Regulations against any
claims and demands of any Bank or assignee or Participant of a
Bank for the amount of any tax it deducts and withholds in
accordance with regulations under §1441 of the Internal Revenue
Code.




		
	 	          11.18.2 USA Patriot Act.




		
	 	          Each Bank or assignee or participant of a Bank that is not
incorporated under the laws of the United States of America or a
state thereof (and is not excepted from the certification
requirement contained in Section 313 of the USA Patriot Act and
the applicable regulations because it is both (i) an affiliate of



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	 	a depository institution or foreign bank that maintains a physical
presence in the
United States or foreign county, and (ii) subject to
supervision by a banking authority regulating such affiliated
depository institution or foreign bank) shall deliver to the Agent
the certification, or, if applicable, recertification, certifying
that such Bank is not a “shell” and certifying to other matters as
required by Section 313 of the USA Patriot Act and the applicable
regulations: (1) within 10 days after the Second Amendment
Effective Date, and (2) as such other times as are required under
the USA Patriot Act.”



     (g)  Schedule 1.1(B).



		
	 	     In order to reflect the increases in the 364-Day Revolving Credit
Commitments under Section 3 [Extension of 364-Day Loan Expiration Date
and Increase of 364-Day Revolving Credit Commitments] below, Schedule
1.1(B) [Commitments of Banks and Addresses for Notices] to the Credit
Agreement shall be amended and restated to read as set forth on the
Schedule attached to this Amendment and Consent bearing such name and
numerical reference.



     (h)  Schedule 8.2.1.



		
	 	     Schedule 8.2.1 [Permitted Indebtedness] to the Credit Agreement
shall be amended and restated to read as set forth on the Schedule
attached to this Amendment and Consent bearing such name and numerical
reference.



     3.     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 4 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)  Subject to satisfaction of the conditions set forth in Section 4
below, the Borrower, the Agent and the 364-Day Banks hereby increase the
364-Day Revolving Credit Commitments from $150,000,000 to $175,000,000 so that
after giving effect to such increase, each 364-Day Bank has the 364-Day
Revolving Credit Commitment as set forth opposite such 364-Day Bank’s name on
the amended and restated Schedule 1.1(B) attached to this Amendment and
Consent.


     4.     Conditions of Effectiveness of this Amendment and Consent.


     The effectiveness of Section 2 [Amendment of Credit Agreement] hereof is
expressly conditioned upon satisfaction of the conditions set forth in items
(a), (d), (e), (f) and (g) below of this Section 4 being satisfied to the
satisfaction of the Agent and the Required Banks (with the


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satisfaction of each
Bank to such conditions being evidenced by the execution of this Amendment
and Consent by such Bank), and the effectiveness of the matters set forth
in items (a) and (b) of Section 3 above are expressly conditioned upon
satisfaction of the conditions set forth in items (b), (c), (d), (e), (f) and
(g) below of this Section 4 being satisfied to the satisfaction of the Agent
and the 364-Day Banks (with the satisfaction of each 364-Day Bank to such
conditions being evidenced by the execution of this Amendment and Consent by
such 364-Day Bank):


     (a)  Certain Legal Details; Counterparts. All legal details and
proceedings in connection with the transactions contemplated by this Amendment
and Consent (other than those related to items that are the subject of Section
3 items (a) and (b) above which are addressed in Section 4 (b) below) shall be
in form and substance satisfactory to the Agent, the Agent shall have received
from the Borrower and the Required Banks an executed original of this Amendment
and 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)  Certain Legal Details; Counterparts (364-Day Extension and Increase).
All legal details and proceedings in connection with the transactions
contemplated by items (a) and (b) of Section 3 above shall be in form and
substance satisfactory to the Agent, the Agent shall have received from the
Borrower, the 364-Day Banks and the Required Banks an executed original of this
Amendment and 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.


     (c)  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.


     (d)  Representations and Warranties; No Defaults. After giving effect to
this Amendment and Consent and to the increase in the 364-Day Revolving Credit
Commitments, the representations and warranties of the Borrower 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 the Borrower 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
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 the Borrower 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 4(d).


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     (e)  Organization, Authorization and Incumbency. There shall be delivered
to the Agent for the benefit of each Bank a certificate, dated as of the
Effective Date and signed by the Secretary or an Assistant Secretary of the
Borrower, certifying as appropriate as to:



		
	 	     (i) all action taken by such party in connection with this Amendment
and Consent and the other Loan Documents together with resolutions of the
Borrower evidencing same;




		
	 	     (ii) the names of the officer or officers authorized to sign this
Amendment and 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 the
Borrower 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 Effective Date,
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 the
Borrower in each state where organized or qualified to do business,
provided, however, that the Borrower 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 Borrower to the Agent remain in full force
and effect and have not been modified, amended or rescinded.



     (f)  Opinion of Counsel. The Borrower shall cause to be delivered to the
Agent an opinion of counsel of the Borrower with respect to this Amendment and
Consent in such form as shall be acceptable to the Agent.


     (g)  Material Adverse Change. The Borrower represents and warrants to the
Agent and the Banks that, by the execution and delivery hereof by the Borrower
to the Agent, after giving effect to this Amendment and Consent, no Material
Adverse Change shall have occurred with respect to the Borrower since the
Closing Date of the Credit Agreement.


     5.     Miscellaneous.


     (a)  Force and Effect. The Credit Agreement is hereby amended in
accordance with the terms hereof and any reference to the Credit Agreement in
any Loan Document or any other document, instrument, or agreement shall
hereafter mean and include the Credit Agreement as amended hereby. The Credit
Agreement (as amended by this Amendment and Consent) and each of the other Loan
Documents are hereby ratified and confirmed and are in full force and effect.


     (b)  Governing Law. This Amendment and 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


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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 Amendment and 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)  No Novation. Except as amended hereby, all of the terms and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect. Borrower, each Bank and the Agent acknowledge and agree
that this Amendment and Consent is not intended to constitute, nor does it
constitute, a novation, interruption, suspension of continuity, satisfaction,
discharge or termination of the obligations, loans, liabilities, or
indebtedness 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
Amendment and 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 3(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
Amendment and 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 3(b) of this Consent, on or prior to the Effective Date, a
fee equal to 12.5 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 Amendment and 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


     (f)  Effective Date. This Amendment and Consent shall be dated as of and
effective as of the date of satisfaction of all items set forth in Section 4
hereof (the “Effective Date”).


[SIGNATURES BEGIN ON NEXT PAGE]



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[SIGNATURE PAGE TO SECOND AMENDMENT AND CONSENT TO

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]



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



	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 	 	 	 	 	 	 
	ATTEST:	 	NEW JERSEY NATURAL GAS COMPANY
	 	 	 	 	 	 	 
	
	 	
By:

	 	[Seal]
	Name:

	 	Name:


	Title:

	 	Title:





 






 



[SIGNATURE PAGE TO SECOND AMENDMENT AND CONSENT TO

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]




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

	 	 	
Name:
	 	

	 	 	
Title:
	 	




 






 



[SIGNATURE PAGE TO SECOND AMENDMENT AND CONSENT TO

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]




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

	 	 	
Name:
	 	

	 	 	
Title:
	 	




 






 



[SIGNATURE PAGE TO SECOND AMENDMENT AND CONSENT TO

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]




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

	 	 	
Name:
	 	

	 	 	
Title:
	 	




 






 



[SIGNATURE PAGE TO SECOND AMENDMENT AND CONSENT TO

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	FLEET NATIONAL BANK, individually and as
Documentation Agent
	 	 	 	 	 
	 	 	
By:
	 	

	 	 	
Name:
	 	

	 	 	
Title:
	 	




 






 



[SIGNATURE PAGE TO SECOND AMENDMENT AND CONSENT TO

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, individually and as
Syndication Agent
	 	 	 	 	 
	 	 	
By:
	 	

	 	 	
Name:
	 	

	 	 	
Title:
	 	




 






 



[SIGNATURE PAGE TO SECOND AMENDMENT AND CONSENT TO

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]




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

	 	 	
Name:
	 	

	 	 	
Title:
	 	




 






 



[SIGNATURE PAGE TO SECOND AMENDMENT AND CONSENT TO

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	SUNTRUST BANK, individually and as
Documentation Agent
	 	 	 	 	 
	 	 	
By:
	 	

	 	 	
Name:
	 	

	 	 	
Title:
	 	




 






 



[SIGNATURE PAGE TO SECOND AMENDMENT AND CONSENT TO

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]




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

	 	 	
Name:
	 	

	 	 	
Title:
	 	




 






 



[SIGNATURE PAGE TO SECOND AMENDMENT AND CONSENT TO

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 	 	 	 	 
	 	 	
By:
	 	

	 	 	
Name:
	 	

	 	 	
Title:
	 	




 






 




SCHEDULE 1.1(B)



NEW JERSEY NATURAL GAS COMPANY



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




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	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
	
	 	
	 	
	 	
	 	
	 	

	PNC BANK,
	 	$	10,800,000	 	 	$	20,200,000	 	 	 	13.777777778	%	 	 	21.6	%	 	 	11.5428571429	%
	NATIONAL ASSOCIATION
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 	$	4,600,000	 	 	$	13,700,000	 	 	 	8.133333333	%	 	 	9.2	%	 	 	7.8285714286	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 	$	6,000,000	 	 	$	24,800,000	 	 	 	13.688888889	%	 	 	12	%	 	 	14.1714285714	%
	TRUST COMPANY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 	$	4,600,000	 	 	$	13,700,000	 	 	 	8.133333333	%	 	 	9.2	%	 	 	7.8285714286	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 	$	6,000,000	 	 	$	17,500,000	 	 	 	10.444444444	%	 	 	12	%	 	 	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
	 	$	6,000,000	 	 	$	20,000,000	 	 	 	11.555555556	%	 	 	12	%	 	 	11.4285714286	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SUNTRUST BANK
	 	$	6,000,000	 	 	$	22,500,000	 	 	 	12.666666667	%	 	 	12	%	 	 	12.8571428571	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	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
	
	 	
	 	
	 	
	 	
	 	

	THE BANK OF NEW YORK
	 	$	6,000,000	 	 	$	20,100,000	 	 	 	11.6	%	 	 	12	%	 	 	11.4857142857	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	 	 	10	%	 	 	0	%	 	 	12.8571428571	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 	 	$	50,000,000	 	 	$	175,000,000	 	 	 	100	%	 	 	100	%	 	 	100	%



 






 



SCHEDULE 1.1(B)



NEW JERSEY NATURAL GAS COMPANY



Part 2 - Addresses for Notices to Borrower and Guarantors



AGENT


PNC Bank, National Association

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 Natural Gas Company

1415 Wyckoff Road

Wall, New Jersey 07719

Attention: Dennis Puma

Telephone: (732) 938-1229

Telecopy: (732) 938-2620


 






 



SCHEDULE 8.2.1



Permitted Indebtedness




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	($000)	 	RATE	 	MATURITY DATE	 	PRINCIPAL AMOUNT
	
	 	
	 	
	 	

	First Mortgage Bonds
	 	 	 	 	 	 	 	 	 	 	 	 
	Series W
	 	 	5.38	%	 	 	8/1/23	 	 	 	10,300	 
	Series X
	 	 	6.27	%	 	 	11/1/08	 	 	 	30,000	 
	Series Y
	 	 	6.25	%	 	 	8/1/24	 	 	 	10,500	 
	Series Z
	 	 	8.25	%	 	 	10/1/04	 	 	 	25,000	 
	Series AA
	 	Var.	 	 	8/1/30	 	 	 	25,000	 
	Series BB
	 	Var.	 	 	8/1/30	 	 	 	16,000	 
	Series CC
	 	 	6.88	%	 	 	10/1/10	 	 	 	20,000	 
	Series DD
	 	Var.	 	 	9/1/27	 	 	 	13,500	 
	Series EE
	 	Var.	 	 	1/1/28	 	 	 	9,545	 
	Series FF
	 	Var.	 	 	1/1/28	 	 	 	15,000	 
	Series GG
	 	Var.	 	 	4/1/33	 	 	 	18,000	 
	Revolving Credit Agreements
	 	Var.	 	 	1/5/04	 	 	 	15,000	 
	Subtotal First Mortgage Bonds
	 	 	 	 	 	 	 	 	 	 	207,845	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 
	Capital Lease Obligation – Bldg
	 	 	 	 	 	 	 	 	 	 	29,488	 
	Capital Lease Obligation – Meters
	 	 	 	 	 	 	 	 	 	 	23,863	 
	Commercial Paper and Current
Maturities of LTD
	 	 	 	 	 	 	 	 	 	 	172,200	 
	 	TOTAL
	 	 	 	 	 	 	 	 	 	$	433,396l