Exhibit 4.3B


 


SECOND AMENDMENT


TO CREDIT AGREEMENT


 


THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the
“Amendment”), dated and effective as of November 15, 2005, is made by and
among NEW JERSEY NATURAL GAS COMPANY,
a New Jersey corporation (the “Borrower”), 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 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, as amended by that certain First Amendment to Credit Agreement dated
as of August 31, 2005 (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 $225,000,000
to $250,000,000; 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 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 Borrower 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
Borrower 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
the Borrower or any Subsidiary of the Borrower or any of the Banks; (iv) and
the Borrower shall have delivered to the Agent a duly executed and completed
Loan Request, Swing Loan Request, or application for a Letter of Credit as the
case may be.”


 


(b)           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.


 


(c)           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.


 


(d)           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
Borrower, the Agent and the Banks hereby increase the Revolving Credit
Commitments from $225,000,000 to $250,000,000 and Schedule 1.1(B) [Commitments
of Banks and Addresses for Notices] to the Credit Agreement is hereby


 


2





















 


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):


 


(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 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 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.


 


3





















 


(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 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(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 the Borrower, certifying as appropriate as to:


 


(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 the Borrower 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 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.


 


(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 Borrower and (ii) Oleta J. Harden, in-house counsel for
the Borrower, with respect to this Amendment, each in such form as shall be
reasonably acceptable to the Agent.  


 


4





















 


(h)           Lien
Search.  The Agent shall have
received, under the Uniform Commercial Code, lien, tax lien, litigation and
judgment searches against the Borrower, in the jurisdiction of Borrower’s
formation and in each jurisdiction where Borrower 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.  Borrower, 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.


 


(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 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 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”).


 


[SIGNATURES BEGIN ON NEXT PAGE]


 


5





















 


[SIGNATURE PAGE TO SECOND AMENDMENT 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 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 TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  BANK OF AMERICA, N.A., successor by

  merger to FLEET NATIONAL BANK,

  individually and as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  BANK
  OF TOKYO-MITSUBISHI TRUST

  COMPANY, individually and as Documentation

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  CALYON NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 





















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  CITICORP NORTH AMERICA, INC.,

  individually and as Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  CITIZENS
  BANK OF MASSACHUSETTS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A., individually

  and as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION,

  individually and as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  THE
  BANK OF NEW YORK, individually and as

  a Co-Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


SCHEDULE 1.1(B)


 


NEW
JERSEY NATURAL GAS COMPANY


 


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

  	
   

  	
  $

  	
  37,250,000

  	
   

  	
  14.900000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  $

  	
  35,375,000

  	
   

  	
  14.150000000

  	
  %

  
	
  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

  	
   

  	
  $

  	
  34,375,000

  	
   

  	
  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

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  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.

  	
   

  	
  $

  	
  34,375,000

  	
   

  	
  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

  	
   

  	
  $

  	
  15,750,000

  	
   

  	
  6.300000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  $

  	
  12,500,000

  	
   

  	
  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.

  	
   

  	
  $

  	
  35,375,000

  	
   

  	
  14.150000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  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

  	
   

  	
  $

  	
  250,000,000

  	
   

  	
  100

  	
  %

  



 


5





















 


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

  
				



 


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
  Natural Gas Company (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, 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                      ,
         

  
	
   

  	
   

  	
   

  	
  OR

  
	
   

  	
   

  	
  o

  	
  Conversion of
  the Base Rate Option applicable to an outstanding Revolving Credit Loan originally made on                      ,
          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                      ,
          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 Borrower has performed and complied with all covenants and
conditions of the Agreement and the other Loan Documents; all of the
representations and warranties of the Borrower in the Agreement (other than the
representations and warranties contained in the first sentence of Section 6.1.6
[Litigation], the last sentence of 6.1.8(ii) [Financial Statements], and
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 the
Borrower.


 


[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 NATURAL GAS COMPANY,
  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
  Natural Gas Company (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 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.


 


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 Borrower 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 6.1.8(ii) [Financial
Statements], and 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 Borrower has 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 the Borrower or any
of the Banks.


 


[SIGNATURE
PAGE FOLLOWS]


 


2





















 


[SIGNATURE
PAGE 1 OF 1 TO SWING LOAN REQUEST]


 


The undersigned hereby certifies the accuracy of the
foregoing.


 


	
   

  	
  NEW JERSEY NATURAL GAS COMPANY,
  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 Natural Gas Company (the “Borrower”), the Banks
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 Borrower 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

  	
   

  	
  $

  	
   

  



 





















 


PNC Bank, National Association, as Agent


and each Bank party to the Credit Agreement


                           ,
200


Page 2


 


	
   

  	
   

  	
  (iii)

  	
  note purchase or acceptance credit facilities

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (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.


 


2





















 


PNC Bank, National Association, as Agent


and each Bank party to the Credit Agreement


                           ,
200


Page 3


 


	
  (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 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 the Borrower 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(iii) of the Credit Agreement.


 


4.             Indebtedness incurred pursuant to Section 8.2.1(iv) 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).


 


3





















 


PNC Bank, National Association, as Agent


and each Bank party to the Credit Agreement


                           ,
200


Page 4


 


5.             Indebtedness in respect of capitalized leases
permitted by Section 8.2.1(v) 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(vi) of
the Credit Agreement under Hedging Transactions is $                        .


 


7.             Indebtedness, as of the Report Date, permitted under
Section 8.2.1(vii) of the Credit Agreement secured by Liens permitted
under 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(ix) 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(viii) of the Credit Agreement is $            ,
which does not exceed the permitted amount of $75,000,000.


 


10.           As of the Report Date, the Borrower’s 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 the Borrower and each of its Subsidiaries in
connection with such Investment.


 


11.           The Borrower and its Subsidiaries have disposed of $               
of assets permitted by Section 8.2.6(v), 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 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 Borrower and its 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


 


4





















 


PNC Bank, National Association, as Agent


and each Bank party to the Credit Agreement


                           ,
200


Page 5


 


$                      
(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 Borrower
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 Borrower has performed and complied with all
covenants and conditions of the Credit Agreement and the other Loan
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