Exhibit 4.4A


 


FIRST AMENDMENT


TO CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the
“Amendment”), dated and effective as of November 15, 2005, 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), JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., successor by merger to FLEET
NATIONAL BANK, each
in its capacity as a syndication agent,  BANK OF TOKYO-MITSUBISHI TRUST COMPANY and CITICORP NORTH AMERICA, INC., each in its
capacity as a documentation 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 16, 2004, by and among
the Borrower, the Guarantors party thereto, the Banks party thereto, JPMorgan
Chase Bank, N.A. and Bank of America, N.A., successor by merger to Fleet
National Bank, each in its capacity as a syndication agent, Bank of
Tokyo-Mitsubishi Trust Company and Citicorp North America, Inc., each in
its capacity as a documentation agent, and the Agent (the “Credit Agreement”); 


 


WHEREAS, pursuant to Section 2.11
of the Credit Agreement, the Borrower has provided written notice to the Agent
requesting the increase of the Revolving Credit Commitments from $275,000,000
to $325,000,000; and


 


WHEREAS, the parties hereto
desire to amend certain terms of the Credit Agreement as hereinafter provided. 


 


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.


 


2.             Amendment of Credit Agreement.


 


(a)           Article 2
[Revolving Credit and Swing Loan Facilities]


 


Section 2.9.1 [Issuance of Letters of Credit.] of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 





















 


“2.9.1      Issuance
of Letters of Credit.


 


Borrower may request the issuance of a letter of
credit (each a “Letter of Credit”) on behalf of itself by delivering to the
Agent a completed application and agreement for letters of credit in such form
as the Agent may specify from time to time by no later than 10:00 a.m.,
Pittsburgh time, at least five (5) Business Days, or such shorter period
as may be agreed to by the Agent, in advance of the proposed date of
issuance.  Each Letter of Credit shall be
a Standby Letter of Credit (and may not be a Commercial Letter of Credit).  Subject to the terms and conditions hereof
and in reliance on the agreements of the other Banks set forth in this Section 2.9,
the Agent or any of the Agent’s Affiliates will issue a Letter of Credit
provided that each Letter of Credit shall (A) have a maximum maturity of
twelve (12) months from the date of issuance, and (B) in no event expire
later than ten (10) Business Days prior to the Expiration Date and
provided, further, that in no event shall the Revolving Facility Usage exceed,
at any one time, the Revolving Credit Commitments.  Schedule 2.9.1 sets forth letters
of credit, issued by PNC Bank, National Association, as administrative agent,
under the Existing Credit Facility, which are outstanding as of the Closing
Date (the ‘Existing Letters of Credit’). 
It is expressly agreed that the Existing Letters of Credit are Letters
of Credit under this Agreement.”


 


(b)           Article 7
[Conditions of Lending and Issuance of Letters of Credit]


 


Section 7.2 [Each Additional Loan or Letter of
Credit.] of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:


 


“7.2         Each
Additional Loan or Letter of Credit.


 


At the time of making any Loans or issuing any Letters
of Credit other than Loans made or Letters of Credit issued on the Closing Date
and after giving effect to the proposed extensions of credit:  (i) the representations and warranties
of the Loan Parties contained in Section 6 (other than the representations
and warranties contained in the first sentence of Section 6.1.6
[Litigation], the last sentence of Section 6.1.8(ii) [Financial Statements],
and Section 6.1.21 [Environmental Matters]) and in the other Loan
Documents shall be true on and as of the date of such additional Loan or Letter
of Credit with the same effect as though such representations and warranties
had been made on and as of such date (except representations and warranties
which expressly 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 Loan Parties shall have performed and
complied with all covenants and conditions hereof; (ii) no Event of
Default or Potential Default shall have occurred and be continuing or shall
exist; (iii) the making of the Loans or issuance of such Letters of Credit
shall not contravene any Law applicable to any Loan Party or any Subsidiary of
any Loan Party or any of the Banks; (iv) and the Borrower shall have
delivered to the 


 


2





















 


Agent
a duly executed and completed Loan Request, Swing Loan Request, or application
for a Letter of Credit as the case may be.”


 


(c)           Exhibit 2.4.


 


Exhibit 2.4 [Form of Loan Request] to the
Credit Agreement is hereby amended and restated as set forth on Exhibit 2.4
attached to this Amendment bearing such name and numerical reference.


 


(d)           Exhibit 2.5.


 


Exhibit 2.5 [Form of Swing Loan Request] to
the Credit Agreement is hereby amended and restated as set forth in Exhibit 2.5
attached to this Agreement bearing such name and numerical reference.


 


(e)           Exhibit 8.3.3.


 


Exhibit 8.3.3 [Form of Compliance
Certificate] to the Credit Agreement is hereby amended and restated as set
forth in Exhibit 8.3.3 attached to this Agreement bearing such name and
numerical reference.


 


3.             Increase of Revolving Credit
Commitments. 


 


In accordance with Section 2.11 of the Credit
Agreement and subject to satisfaction of all the conditions set forth in Section 4
below, the Loan Parties, the Agent and the Banks hereby increase the Revolving
Credit Commitments from $275,000,000 to $325,000,000 and Schedule 1.1(B) [Commitments
of Banks and Addresses for Notices] to the Credit Agreement is hereby
amended and restated to read as set forth on the Schedule attached to this
Amendment bearing such name and numerical reference, so that after giving
effect to such increase, each Bank has the Revolving Credit Commitment as set
forth opposite such Bank’s name on the amended and restated Schedule 1.1(B) attached
to this Amendment.  


 


4.             Conditions of Effectiveness of
this Amendment.  


 


The effectiveness of the amendments to the Credit
Agreement set forth in Section 2 [Amendment of Credit Agreement] of this
Amendment is expressly conditioned upon satisfaction of the conditions set
forth in items (a), (e), (f), (g) and (h) below of this Section 4
being satisfied to the satisfaction of the Agent and the Required Banks (with
the satisfaction of each Bank to such conditions being evidenced by the
execution of this Amendment by such Bank), and the effectiveness of the matters
set forth in Section 3 [Increase of Revolving Credit Commitments] of this
Amendment are expressly conditioned upon completion of the procedures set forth
in Section 2.11 of the Credit Agreement and the conditions set forth in
items (b), (c), (d), (e), (f), (g) and (h) below of this Section 4
being satisfied to the satisfaction of the Agent and each Bank that has agreed
to increase its respective Revolving Credit Commitment (each, an “Increasing
Bank”) (with the satisfaction of each such Increasing Bank to such conditions
being evidenced by the execution of this Amendment by each such Increasing
Bank):


 


3





















 


(a)           Certain
Legal Details; Counterparts.  All
legal details and proceedings in connection with the transactions contemplated
by this Amendment (other than those related to items that are the subject of Section 3
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, the Guarantors and the Required Banks an executed original of this
Amendment 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 (Increase). 
All legal details and proceedings in connection with the transactions
contemplated by Section 3 above shall be in form and substance
satisfactory to the Agent, the Agent shall have received from the Borrower, the
Guarantors, and each Increasing Bank an executed original of this Amendment 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)           Increase
in Revolving Credit Commitments. 
Each Increasing Bank shall have consented to its increased Revolving
Credit Commitment as set forth on amended and restated Schedule 1.1(B) [Commitments
of Banks and Addresses for Notices] attached hereto with such consent
evidenced by such Increasing Bank’s execution of this Amendment.


 


(d)           Notes.  The Borrower shall have executed and
delivered to each Increasing Bank, new Notes, reflecting the increase of the
amount of such Increasing Bank’s Revolving Credit Commitment, if any such
Increasing Bank so requests.


 


(e)           Representations
and Warranties; No Defaults. After giving effect to this Amendment and to
the increase in the Revolving Credit Commitments, the representations and
warranties of the Borrower and the other 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 the Borrower and the other
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 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 of the Loan Parties 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(e).


 


(f)            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 each of the Loan Parties, certifying as appropriate as to:


 


4





















 


(i)            all
action taken by such party in connection with this Amendment, the other Loan
Documents, and the increase in the Revolving Credit Commitments together with
resolutions of such party evidencing same;


 


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


 


(g)           Opinion
of Counsel. The Borrower shall cause to be delivered to the Agent an
opinion of counsel of (i) Windels Marx Lane & Mittendorf, LLP,
counsel for the Loan Parties and (ii) Oleta J. Harden, in-house counsel
for the Loan Parties, with respect to this Amendment, each in such form as
shall be reasonably acceptable to the Agent.  


 


(h)           Lien
Search.  The Agent shall have
received, under the Uniform Commercial Code, lien, tax lien, litigation and
judgment searches against each Loan Party, in the jurisdiction of such Loan
Party’s formation and in each jurisdiction where such Loan Party conducts
business or owns or operates assets and the results of such searches shall be
satisfactory in form, scope and substance to the Agent.  


 


5.             Miscellaneous.


 


(a)           Force
and Effect; No Novation.  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 each of the other Loan Documents are hereby
ratified and confirmed and are in full force and effect.  The Loan Parties, each Bank and the Agent
acknowledge and agree that this Amendment 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. 


 


5





















 


(b)           Governing
Law.  This Amendment 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 Amendment 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)           Payment of Fees and
Expenses.  The Loan Parties
unconditionally agree 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 all other documents or instruments to be
delivered in connection herewith and (ii) to the Agent for the benefit of
each Increasing Bank, on or prior to the Effective Date, a fee equal to 10
basis points of the difference between (x) each such Increasing Bank’s
Revolving Credit Commitment as set forth on the amended and restated Schedule 1.1(B) attached
to this Amendment and (y) each such Increasing Bank’s 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.


 


(e)           Effective
Date.  This Amendment 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”).


 


(f)            Ratification
by Guarantors.  Each Guarantor hereby
acknowledges the Amendment of Credit Agreement and the increase of the
Revolving Credit Commitments and ratifies and reaffirms its obligations set
forth in the Credit Agreement as hereby amended, and in each other Loan
Document given by it in connection therewith including without limitation, the
Guaranty Agreement.


 


[SIGNATURES BEGIN ON NEXT PAGE]


 


6





















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO


NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


 


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


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
  ATTEST:

  	
  NEW JERSEY RESOURCES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  [Seal]

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
									



 





















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO


NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  NJNR PIPELINE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NJR
  ENERGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NJR ENERGY SERVICES COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
								



 





















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO


NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


 


	
   

  	
  NJR HOME SERVICES COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMERCIAL
  REALTY AND RESOURCES

  CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO


NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


 


	
   

  	
  BANKS:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., successor by

  merger to FLEET NATIONAL BANK,

  individually and as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO


NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


 


	
   

  	
  BANK
  OF TOKYO-MITSUBISHI TRUST

  COMPANY, individually and as Documentation

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO


NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


 


	
   

  	
  CALYON NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 





















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO


NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


 


	
   

  	
  CITICORP NORTH AMERICA, INC.,

  individually and as
  Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO


NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


 


	
   

  	
  CITIZENS
  BANK OF MASSACHUSETTS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO


NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


 


	
   

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO


NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A., individually

  and as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO


NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION,

  individually and as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO


NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


 


	
   

  	
  THE
  BANK OF NEW YORK, individually and as

  a Co-Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


SCHEDULE 1.1(B)


 


NEW
JERSEY RESOURCES CORPORATION


 


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


 


	
  Bank

  	
   

  	
  Amount of Commitment

  for Revolving Credit Loans

  	
   

  	
  Ratable Share

  	
   

  
	
  PNC BANK, NATIONAL ASSOCIATION

  	
   

  	
  $

  	
  47,750,000

  	
   

  	
  14.692307693

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address for Notices:
Two Tower Center Boulevard - 16th
  Floor

  East Brunswick, New Jersey 08816

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: 

  	
  Michael Nardo

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone: 

  	
  (732)
  220-3229

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telecopy: 

  	
  (732)
  220-3270

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email: 

  	
  michael.nardo@pncbank.com

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  Amount of Commitment

  for Revolving Credit Loans

  	
   

  	
  Ratable Share

  	
   

  
	
  BANK OF
  AMERICA, N.A., successor by

  merger to FLEET NATIONAL BANK

  

  Address for Notices:

  MA5-100-09-08

  100 Federal Street

  Boston, Massachusetts 02110

  	
   

  	
  $

  	
  46,937,500

  	
   

  	
  14.442307692

  	
  %

  
	
  Attention:

  	
  Maria F. Maia

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  (617) 434-5751

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telecopy:

  	
  (617) 434-3652

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email:

  	
  maria.f.maia@bankofamerica.com

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BANK OF TOKYO-MITSUBISHI TRUST

  COMPANY

  	
   

  	
  $

  	
  44,687,500

  	
   

  	
  13.750000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


2





















 


	
  Bank

  	
   

  	
  Amount of Commitment

  for Revolving Credit Loans

  	
   

  	
  Ratable Share

  	
   

  
	
  CALYON NEW YORK BRANCH

  	
   

  	
  $

  	
  32,500,000

  	
   

  	
  10.000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address for Notices:

  1301 Travis Street - Suite 2100

  Houston, Texas 77002

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
  Fabien Stal

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  (713) 890-8604

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telecopy:

  	
  (713) 890-8666

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email:

  	
  fabien.stal@us.calyon.com

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address of Lending Office:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1301 Travis Street - Suite 2100

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Houston, Texas 77002

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: 

  	
  Bernadette Archie

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:  

  	
  (713)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telecopy: 

  	
  (713) 890-8666

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CITICORP NORTH AMERICA, INC.

  	
   

  	
  $

  	
  44,687,500

  	
   

  	
  13.750000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address for Notices:

  388 Greenwich Street - Floor 21

  New York, New York 10013

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
  Oscar Cragwell

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  (212) 816-8113

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telecopy:

  	
  (212) 816-8098

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address of Lending Office:

  2 Penns Way

  New Castle, Delaware 19720

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
  Nicholas Perazza

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  (302) 894-6110

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telecopy:

  	
  (212) 994-0847

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


3





















 


	
  Bank

  	
   

  	
  Amount of Commitment

  for Revolving Credit Loans

  	
   

  	
  Ratable Share

  	
   

  
	
  CITIZENS BANK OF MASSACHUSETTS

  	
   

  	
  $

  	
  19,250,000

  	
   

  	
  5.923076923

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMERICA BANK

  	
   

  	
  $

  	
  16,250,000

  	
   

  	
  5.000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address for Notices:

  U.S. Banking / East

  9th Floor - MC 3279

  500 Woodward Avenue

  Detroit, Michigan 48275-3279

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
  Sarah West

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  (313) 222-3647

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telecopy:

  	
  (313) 222-3330

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address of Lending Office:

  U.S. Banking / East

  9th Floor - MC 3279

  500 Woodward Avenue

  Detroit, Michigan 48275-3279

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
  Venus Moses

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  (313) 222-3319

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telecopy:

  	
  (313) 222-3330

  	
   

  	
   

  	
   

  	
   

  	
   

  
											



 


4





















 


	
  Bank

  	
   

  	
  Amount of Commitment

  for Revolving Credit Loans

  	
   

  	
  Ratable Share

  	
   

  
	
  JPMORGAN CHASE BANK, N.A.

  	
   

  	
  $

  	
  46,937,500

  	
   

  	
  14.442307692

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address for Notices:
695 Route 46 West 

  Fairfield, New Jersey 07004

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
  Hal Garrity

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  (973)
  439-5052

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telecopy:

  	
  (973)
  439-5017

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email:

  	
  hal.garrity@jpmorgan.com

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address of Lending Office:

  695 Route 46 West 

  Fairfield, New Jersey 07004

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
  Gina Vera

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  (973)
  439-5027

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telecopy:

  	
  (973)
  439-5013

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email:

  	
  gina.vera@chase.com

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE BANK OF NEW YORK

  	
   

  	
  $

  	
  26,000,000

  	
   

  	
  8.000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address for Notices:

  One Wall Street, 19th Floor

  New York, New York 10286

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
  Lisa Williams 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  (212) 635-7535

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  325,000,000

  	
   

  	
  100

  	
  %

  
									



 


5





















 


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


 


6





















 


EXHIBIT 2.4


 


FORM OF


LOAN REQUEST


 


	
  TO:

  	
   

  	
  PNC Bank,
  National Association, as Agent

  
	
   

  	
   

  	
  One PNC Plaza

  
	
   

  	
   

  	
  249 Fifth Avenue

  
	
   

  	
   

  	
  Pittsburgh,
  Pennsylvania 15222

  
	
   

  	
   

  	
  Telephone
  No.:  (412) 762-6442

  
	
   

  	
   

  	
  Telecopier
  No.:  (412) 762-8672

  
	
   

  	
   

  	
  Attention:  Lisa Pierce

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
  New Jersey
  Resources Corporation (the “Borrower”)

  
	
   

  	
   

  	
   

  
	
  RE:

  	
   

  	
  Credit Agreement
  (as it may be amended, restated, modified or supplemented, the “Agreement”)
  dated as of December 16, 2004 by and among the Borrower, the Guarantors
  party thereto, the Banks party thereto, each of JPMorgan Chase Bank, N.A. and
  Bank of America, N.A., successor by merger to Fleet National Bank, as
  syndication agent, each of Bank of Tokyo-Mitsubishi Trust Company and
  Citicorp North America, Inc. as documentation agent, and PNC Bank, National
  Association, as administrative agent for the Banks (the “Agent”)

  



 


Capitalized terms not otherwise defined herein shall
have the respective meanings ascribed to them by the Agreement.


 


A.            Pursuant
to Section 2.4 of the Agreement, the undersigned Borrower irrevocably
requests [check
one line under 1(a) below and fill in blank
space next to the line as appropriate]:


 


	
   

  	
  1.(a)

  	
  o

  	
  A new Revolving
  Credit Loan

  
	
   

  	
   

  	
   

  	
  OR

  
	
   

  	
   

  	
  o

  	
  Renewal of the
  Euro-Rate Option applicable to an outstanding Revolving Credit Loan, originally
  made on                             ,
  200        

  
	
   

  	
   

  	
   

  	
  OR

  
	
   

  	
   

  	
  o

  	
  Conversion of
  the Base Rate Option applicable to an outstanding Revolving Credit Loan, originally made on                       ,
  200       to a Loan to which the Euro-Rate
  Option applies,

  
	
   

  	
   

  	
   

  	
  OR

  
	
   

  	
   

  	
  o

  	
  Conversion of
  the Euro-Rate Option applicable to an outstanding Revolving Credit Loan, originally
  made on                     ,
  200         to a Loan to which the
  Base Rate Option applies.

  



 





















 


	
   

  	
  SUCH NEW,
  RENEWED OR CONVERTED LOAN SHALL BEAR INTEREST:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
     [Check one line under 1(b) below
  and fill in blank spaces in line next to line]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.(b)(i)

  	
    o

  	
  Under the Base
  Rate Option.  Such Loan shall have a
  Borrowing Date of                        ,
             (which date
  shall be (i) one (1) Business Day after the Business Day of receipt
  by the Agent by 10:00 a.m. of this Loan Request for making a new
  Revolving Credit Loan to which the Base Rate Option applies, or (ii) the
  last day of the preceding Interest Period if a Loan to which the Euro-Rate
  Option applies is being converted to a Loan to which the Base Rate Option
  applies).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  OR

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
    o

  	
  Under the
  Euro-Rate Option.  Such Loan shall have
  a Borrowing Date of                        
  (which date shall be (i) three (3) Business Days after the Business
  Day of receipt by the Agent by 10:00 a.m. of this Loan Request for
  making a new Revolving Credit Loan to which the Euro-Rate Option applies,
  renewing a Loan to which the Euro-Rate Option applies, or converting a Loan
  to which the Base Rate Option applies to a Loan to which the Euro-Rate Option
  applies.

  



 


2.             Such
Loan is in the principal amount of U.S. $                           
or the principal amount to be renewed or converted is U.S. $                            
[for Revolving Credit Loans under Section 2.4
not to be less than $3,000,000  and in
increments of $1,000,000  for each
Borrowing Tranche to which the Euro-Rate Option applies and not less than the
lesser of $1,000,000 and in integral multiples of $100,000  or the maximum amount available for each
Borrowing Tranche to which the Base Rate Option applies].


 


3.             [Complete
blank below if the Borrower is selecting the Euro-Rate Option]:  Such Loan shall have an Interest Period of
[one, two, three or six] Months.                           .


 


B.            As of the
date hereof and the date of making of the above-requested Loan (and after
giving effect thereto), the Loan Parties have performed and complied with all
covenants and conditions of the Agreement and the other Loan Documents; all of the
representations and warranties of the Loan Parties in the Agreement (other than
the representations and warranties contained in the first sentence of Section 6.1.6
[Litigation], the last sentence of Section 6.1.8(ii) [Financial
Statements], and Section 6.1.21 [Environmental Matters]) and in the other
Loan Documents are true and correct (except representations and warranties
which expressly relate solely to an earlier date or time, which representations
and warranties were true and correct on and as of the specific dates or times
referred to therein); no Event of Default or Potential Default has occurred and
is continuing or shall exist; and the making of such Loan shall not contravene
any Law applicable to any of the Loan Parties.


 


[SIGNATURE
PAGE FOLLOWS]


 


2





















 


[SIGNATURE PAGE 1 OF 1 TO LOAN
REQUEST]


 


The undersigned certifies to the Agent as to the
accuracy of the foregoing.


 


	
   

  	
  NEW
  JERSEY RESOURCES CORPORATION,

  a New Jersey corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
  , 200

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
								



 





















 


EXHIBIT 2.5


 


FORM OF


SWING LOAN REQUEST


 


	
  TO:

  	
  PNC Bank,
  National Association, as Agent

  
	
   

  	
  One PNC Plaza

  
	
   

  	
  249 Fifth Avenue

  
	
   

  	
  Pittsburgh,
  Pennsylvania 15222

  
	
   

  	
  Telephone No.:
  (412) 762-6442

  
	
   

  	
  Telecopier No.:
  (412) 762-8672

  
	
   

  	
  Attention: Lisa
  Pierce

  
	
   

  	
   

  
	
  FROM:

  	
  New Jersey
  Resources Corporation (the “Borrower”)

  
	
   

  	
   

  
	
  RE:

  	
  Credit Agreement
  (as it may be amended, restated, modified or supplemented, the “Agreement”)
  dated as of December 16, 2004 by and among the Borrower, the Guarantors
  party thereto, the Banks party thereto, each of JPMorgan Chase Bank, N.A. and
  Bank of America, N.A., as successor by merger to Fleet National Bank, as
  syndication agent, each of Bank of Tokyo-Mitsubishi Trust Company and
  Citicorp North America, Inc. as documentation agent, and PNC Bank,
  National Association, as administrative agent for the Banks (the “Agent”)

  



 


Capitalized terms not otherwise defined herein shall
have the respective meanings ascribed to them by the Agreement.


 


Pursuant to Section 2.5 of the Agreement, the
undersigned hereby makes the following Swing Loan Request:


 


	
  1.             Aggregate Principal Amount of
  Swing Loans: [amount shall be in integral multiples of $100,000 and not less
  than $250,000]

  	
   

  	
  U.S.$

  
	
   

  	
   

  	
   

  
	
  2.             Proposed Borrowing Date: [this
  Swing Loan Request must be received by the Swing Lender by 12:00 noon
  Pittsburgh time on the proposed Borrowing Date]

  	
   

  	
   

  



 


3.             As of
the date hereof and the date of making of the Swing Loan requested hereby: the
representations and warranties of the Loan Parties contained in Section 6
of the Agreement (other than the representations and warranties contained in
the first sentence of Section 6.1.6 [Litigation], the last sentence of Section 6.1.8(ii) [Financial
Statements], and Section 6.1.21 [Environmental Matters]) and in the other
Loan Documents are and will be true (except representations and warranties that
expressly relate solely to an earlier date or time, which representations and
warranties were true on and as of the specific dates or times referred to
therein); the Loan Parties have performed and complied with all covenants and
conditions of the Agreement; no Event of Default or Potential Default has
occurred and is continuing or shall


 





















 


exist; and the making of the Swing Loan requested
hereby shall not contravene any Law applicable to any of the Loan Parties or
any of the Banks.


 


[SIGNATURE PAGE FOLLOWS]


 





















 


[SIGNATURE
PAGE 1 OF 1 TO SWING LOAN REQUEST]


 


The undersigned hereby certifies the accuracy of the
foregoing.


 


	
   

  	
  NEW
  JERSEY RESOURCES CORPORATION,

  a New Jersey corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
  , 200

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
								



 





















 


EXHIBIT 8.3.3


 


FORM OF


COMPLIANCE CERTIFICATE


 


                          ,
200       


 


PNC Bank, National
Association, as Agent


One PNC Plaza


249 Fifth Avenue


Pittsburgh, Pennsylvania
15222-2707


and each Bank party to
the Credit Agreement (defined below)


 


Ladies and Gentlemen:


 


I refer to the Credit Agreement dated as of December 16,
2004 (as amended, supplemented, restated or modified from time to time, the “Credit
Agreement”) among New Jersey Resources Corporation (the “Borrower”), the Banks
party thereto, the Guarantors party thereto, each of JPMorgan Chase Bank, N.A.
and Fleet National Bank, as syndication agent, each of Bank of Tokyo-Mitsubishi
Trust Company and Citicorp North America, Inc., as documentation agent,
and PNC Bank, National Association in its capacity as administrative agent for
the Banks (the “Agent”).  Unless
otherwise defined herein, terms defined in the Credit Agreement are used herein
with the same meanings.  References
herein to Sections of the Credit Agreement are qualified, in their entirety, by
the applicable provision of the Section of the Credit Agreement so
referred to and together with all related provisions and definitions referred
to in such Section or incorporated therein.


 


I,                                         ,
[Chief Executive
Officer/President/Chief Financial Officer] of the
Borrower, do hereby certify on behalf of the Loan Parties as of the [fiscal quarter/fiscal year ended                                                ,
200      ] (the “Report
Date”), as follows:


 


1.             Maximum Leverage Ratio (Section 8.2.12).  The ratio of (A) Consolidated Total
Indebtedness to (B) Consolidated Total Capitalization of the Borrower and
its Subsidiaries is                             
to 1.00 as of the Report Date, which is not more than the maximum permitted
ratio of 0.65 to 1.00.


 


	
  (A)

  	
   

  	
  Consolidated Total Indebtedness, as of the Report
  Date, is computed as follows:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  borrowed moneys

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  other transactions similar to borrowed money
  transactions

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  note purchase or acceptance credit facilities

  	
   

  	
  $

  	
   

  



 





















 


PNC Bank, National Association, as Agent


and each Bank party to the Credit Agreement


                                  ,
200


Page 2


 


	
   

  	
   

  	
  (iv)

  	
  reimbursement obligations (contingent or otherwise)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)

  	
  Hedging Transactions

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)

  	
  Guarantees of Hedging Transactions and of borrowed
  money transactions

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vii)

  	
  Hybrid Securities described in clause (i) of
  the definition of “Hybrid Security” in the Credit Agreement

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (viii)

  	
  mandatory repayment obligations with respect to
  Hybrid Securities described in clause (ii) of the definition of “Hybrid
  Security” in the Credit Agreement

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ix)

  	
  sum of items (i) through (viii) equals
  Consolidated Total Indebtedness

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (B)

  	
   

  	
  Consolidated Total Capitalization, as of the Report
  Date, is computed as follows:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  Consolidated Total Indebtedness (see item
  (1)(A)(ix) above)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  Common Shareholders’ Equity

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  Preferred Shareholders’ Equity

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  sum of items (i) through (iii) equals
  Consolidated Total Capitalization

  	
   

  	
  $

  	
   

  



 


2.             Minimum Interest Coverage Ratio (Section 8.2.13).  The ratio of (A) Consolidated Income
from Operations to (B) Consolidated Interest Expense of the Borrower and
its Subsidiaries calculated as of the end of each fiscal quarter for the four (4) fiscal
quarters then ended as of the Report Date is                   
to 1.00, which is not less than the minimum permitted ratio of 2.50 to 1.00 as
of the Report Date.


 


	
  (A)

  	
   

  	
  Consolidated Income from Operations for the
  applicable period is computed as follows:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  net income (excluding extraordinary items of gain or
  loss and excluding any gain or loss of any Person accounted for on the 

  	
   

  	
   

  	
   

  



 


 


2





















 


PNC Bank, National Association, as Agent


and each Bank party to the Credit Agreement


                                  ,
200


Page 3


 


	
   

  	
   

  	
   

  	
  equity method except to the extent of cash
  distributions of $        received
  by the Borrower or any Subsidiary during the applicable period with respect
  to any gain of any Person accounted for on the equity method)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  depreciation

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  amortization

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  other noncash charges to net income attributable to
  [insert description]

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)

  	
  interest expense

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)

  	
  income tax expense

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vii)

  	
  sum of items (i) through (vi)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (viii)

  	
  noncash credits to net income

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ix)

  	
  item (vii) reduced by item (viii) equals
  Consolidated Income from Operations

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (B)

  	
   

  	
  Consolidated Interest Expense for the applicable
  period is:

  	
   

  	
  $

  	
   

  



 


3.             Indebtedness issued by New Jersey Natural Gas in
accordance with Article Two of the Mortgage Indenture during the fiscal [quarter/year] ended on the Report Date is $                      ,
as permitted by Section 8.2.1(iv) of the Credit Agreement.


 


4.             Indebtedness incurred pursuant to Section 8.2.1(v) of
the Credit Agreement is $                   ,
which does not exceed the permitted amount of $                       ,
with the permitted amount calculated as of the Report Date as 65% of
Consolidated Total Capitalization (see item (1)(B)(iv) above).


 


5.             Indebtedness in respect of capitalized leases
permitted by Section 8.2.1(vi) of the Credit Agreement as of the
Report Date is $                  
and together with such amounts incurred during the current fiscal year of the
Borrower to date is $                ,
which does not exceed the permitted amount of $60,000,000.


 


6.             Indebtedness, as of the Report Date, permitted by Section 8.2.1(vii) of
the Credit Agreement under Hedging Transactions is $                          .


 


3





















 


PNC Bank, National Association, as Agent


and each Bank party to the Credit Agreement


                                  ,
200


Page 4


 


7.             Indebtedness, as of the Report Date, permitted by Section 8.2.1(viii) of
the Credit Agreement secured by Liens permitted by Section 8.2.2(i) of
the Credit Agreement is $                         ,
which does not exceed the permitted amount of $10,000,000.


 


8.             Indebtedness, as of the Report Date, permitted by Section 8.2.1(xii)
of the Credit Agreement secured by Purchase Money Security Interests is $                        ,
which does not exceed the permitted amount of $20,000,000.


 


9.             Acquired Indebtedness, as of the Report Date,
permitted by Section 8.2.1(xiii) of the Credit Agreement is $                        ,
which does not exceed the permitted amount of $75,000,000.


 


10.           As of the Report Date, the Loan Parties and their
Subsidiaries have $                           
in the aggregate of Investments in Permitted Related Business Opportunities,
and set forth on Attachment         
hereto is a detailed description of each Permitted Business Opportunity where
the Investment with respect thereto is $1,000,000 or more, including on such
Attachment, a detailed description of (i) the nature and amount of such
Investment, (ii) the activities engaged in by the Person in which such
Investment was made, and (iii) the activities engaged in by each of the
Loan Parties and their Subsidiaries in connection with such Investment.


 


11.           The Loan Parties and their Subsidiaries have
disposed of $                     
of assets permitted by Section 8.2.6(vi), which amount does not exceed the
permitted amount of $                      
(such permitted amount equal to 5% of consolidated total assets of the Loan
Parties and their Subsidiaries for the applicable fiscal year of the Borrower).


 


12.           During the fiscal [quarter/year] ended on the Report Date, the Borrower
has declared or made dividend payments or other distribution or purchased or
redeemed or otherwise acquired shares of stock, warrants, rights or options
permitted by Section 8.2.15 as follows: 
[Insert description of each action undertaken, including the date
thereof, the dollar amount thereof and a description of the transaction].


 


13.           The Loan Parties and their Subsidiaries have engaged
in off-balance sheet transactions that are functionally equivalent to borrowed
money with aggregate liabilities of $                           
as permitted by Section 8.2.17, which amount does not exceed the permitted
amount of $                               
(such permitted amount equal to 5% of consolidated total assets of the Borrower
and its Subsidiaries as of the Report Date).


 


14.           The representations and warranties of the Loan
Parties contained in Section 6 of the Credit Agreement (other than the
representations and warranties of the Loan Parties contained in the first
sentence of Section 6.1.6 [Litigation], the last sentence of Section 6.1.8(ii) [Financial
Statements], and Section 6.1.21 [Environmental Matters]) and in the other
Loan Documents are true on and as of the Report 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 expressly related solely to an
earlier date or time) and the Loan Parties have performed and complied with all
covenants and conditions of the Credit Agreement and the other Loan


 


4





















 


PNC Bank, National Association, as Agent


and each Bank party to the Credit Agreement


                                  ,
200


Page 5


 


Documents.  No
event has occurred and is continuing which constitutes an Event of Default or
Potential Event of Default.


 


IN WITNESS WHEREOF, the undersigned has executed this
Certificate this           
day of                     ,
200    .


 


	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  [Chief
  Executive Officer/President/Chief

  Financial Officer]

  
				



 


5