$20,000,000 REVOLVING CREDIT FACILITY AGREEMENT

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Exhibit 4-3

$20,000,000 REVOLVING CREDIT FACILITY AGREEMENT

BY AND BETWEEN

NEW JERSEY RESOURCES CORPORATION, AS BORROWER

AND

CITIZENS BANK OF MASSACHUSETTS, AS BANK

DATED AS OF NOVEMBER 12, 2004

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1.1 Certain Definitions.............................................................................1

1.2 Construction...................................................................................14

1.2.1. Number; Inclusion...................................................................14

1.2.2. Determination.......................................................................14

1.2.3. Bank's Discretion and Consent.......................................................14

1.2.4. Documents Taken as a Whole..........................................................14

1.2.5. Headings............................................................................15

1.2.6. Implied References to this Agreement................................................15

1.2.7. Persons.............................................................................15

1.2.8. Modifications to Documents..........................................................15

1.2.9. From, To and Through................................................................15

1.2.10. Shall; Will.........................................................................15

1.3 Accounting Principles..........................................................................15

2. REVOLVING CREDIT LOANS..................................................................................16

2.1 Revolving Credit Loans..............................................................16

2.2 Certain Fees...................................................................................16

2.2.1 Facility Origination Fees...........................................................16

2.3 Revolving Credit Loan Requests.................................................................16

2.4 Making Revolving Credit Loans..................................................................17

2.5 Use of Proceeds................................................................................17

3. REDUCTION OF COMMITMENTS................................................................................17

4.1 Interest Rate Options..........................................................................18

4.1.1 Revolving Credit Interest Rate Options..............................................18

4.1.2 Rate Quotations.....................................................................18

4.1.3 Change in Fees or Interest Rates....................................................18

4.2 Interest Periods...............................................................................19

4.2.1 Amount of Borrowing Tranche.........................................................19

4.2.2 Renewals............................................................................19

4.3 Interest After Default.........................................................................19

4.3.1 Interest Rate.......................................................................19

4.3.2 Other Obligations...................................................................19

4.3.3 Acknowledgment......................................................................20

4.4 Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.................20

4.4.1 Unascertainable.....................................................................20

4.4.2 Illegality; Increased Costs; Deposits Not Available.................................20

4.4.3 Bank's Rights.......................................................................20

4.5 Selection of Interest Rate Options.............................................................21

5.1 Payments.......................................................................................21

5.2 Interest Payment Dates.........................................................................21

5.3 Voluntary Prepayments...............................................................22

5.4 Additional Compensation in Certain Circumstances...............................................22

5.4.1 Increased Costs or Reduced Return Resulting From Taxes, Reserves,

Capital Adequacy Requirements, Expenses, Etc........................................22

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5.4.2 Indemnity...........................................................................23

5.5 Interbank Market Presumption...................................................................24

5.6 Taxes..........................................................................................24

5.6.1 No Deductions.......................................................................24

5.6.2 Stamp Taxes.........................................................................24

5.6.3 Indemnification for Taxes Paid by the Bank..........................................25

5.6.4 Certificate.........................................................................25

5.6.5 Survival............................................................................25

5.8 Notes..........................................................................................25

6.1 Representations and Warranties.................................................................25

6.1.1 Organization and Qualification......................................................25

6.1.2 Subsidiaries........................................................................26

6.1.3 Power and Authority.................................................................26

6.1.4 Validity and Binding Effect.........................................................26

6.1.5 No Conflict.........................................................................26

6.1.6 Litigation..........................................................................27

6.1.7 Title to Properties.................................................................27

6.1.8 Financial Statements................................................................27

6.1.9 Use of Proceeds; Margin Stock; Section 20 Subsidiaries..............................28

6.1.10. Full Disclosure.....................................................................28

6.1.11 Taxes..............................................................................28

6.1.12 Consents and Approvals..............................................................29

6.1.13 No Event of Default; Compliance With Instruments....................................29

6.1.14 Patents, Trademarks, Copyrights, Licenses, Etc......................................29

6.1.15 Insurance...........................................................................29

6.1.16 Compliance With Laws................................................................30

6.1.17 Material Contracts; Burdensome Restrictions.........................................30

6.1.18 Investment Companies; Regulated Entities............................................30

6.1.19 Plans and Benefit Arrangements......................................................30

6.1.20 Employment Matters..................................................................31

6.1.21 Environmental Matters...............................................................31

6.1.22 Senior Debt Status..................................................................32

6.1.23 Hedging Contract Policies...........................................................32

6.1.24 Permitted Related Business Opportunities............................................32

6.1.25 Anti-Terrorism Laws; Executive Order No. 13224......................................32

6.2 Continuation of Representations................................................................33

7.1 Closing the Facility...........................................................................33

7.1.1 No Default..........................................................................33

7.1.2 Certificates........................................................................33

7.1.3 Intentionally Omitted...............................................................34

7.1.4 Legal Details.......................................................................34

7.1.5 Payment of Fees.....................................................................34

7.1.6 Consents............................................................................34

7.1.7 Intentionally Omitted...............................................................34

7.1.8 No Violation of Laws................................................................34

7.1.9 No Actions or Proceedings...........................................................34

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7.2 Each Additional Loan...........................................................................34

8.1 Affirmative Covenants..........................................................................35

8.1.1 Preservation of Existence, Etc......................................................35

8.1.2 Payment of Liabilities, Including Taxes, Etc........................................35

8.1.3 Maintenance of Insurance............................................................35

8.1.4 Maintenance of Properties and Leases................................................36

8.1.5 Maintenance of Patents, Trademarks, Etc.............................................36

8.1.6 Visitation Rights...................................................................36

8.1.7 Keeping of Records and Books of Account.............................................36

8.1.8 Plans and Benefit Arrangements......................................................36

8.1.9 Compliance With Laws................................................................37

8.1.10 Use of Proceeds.....................................................................37

8.1.11 Hedging Contract Policies...........................................................37

8.1.12 Tax Shelter Regulations.............................................................37

8.1.13 NJR Energy Services Company.........................................................37

8.2 Negative Covenants.............................................................................38

8.2.1 Indebtedness........................................................................38

8.2.2 Liens...............................................................................38

8.2.3 Guaranties..........................................................................38

8.2.4 Loans and Investments...............................................................39

8.2.5 Liquidations, Mergers, Consolidations, Acquisitions.................................39

8.2.6 Dispositions of Assets or Subsidiaries..............................................39

8.2.7 Affiliate Transactions..............................................................40

8.2.8 Intentionally Omitted...............................................................40

8.2.9 Continuation of or Change in Business...............................................40

8.2.10 Plans and Benefit Arrangements......................................................40

8.2.11 Fiscal Year.........................................................................40

8.2.12 Maximum Leverage Ratio..............................................................40

8.2.13 Minimum Interest Coverage Ratio.....................................................40

8.2.14 No Limitation on Dividends and Distributions by Subsidiaries........................41

8.2.15 Payment of Dividends; Redemptions...................................................41

8.2.16 No Modification of Hedging Contract Policies........................................41

8.2.17 Off-Balance Sheet Financing.........................................................41

8.2.18 Amendments to Permitted Additional Indebtedness Documents and Permitted

Additional NJNG Documents...........................................................42

8.2.19 No Violation of Anti-Terrorism Laws.................................................42

8.3 Reporting Requirements.........................................................................42

8.3.1 Quarterly Financial Statements......................................................43

8.3.2 Annual Financial Statements.........................................................43

8.3.4 Certificate of the Borrower.........................................................43

8.3.4 Notice of Default...................................................................44

8.3.5 Notice of Litigation................................................................44

8.3.6 Notice of Change in Debt Rating.....................................................44

8.3.7 Sale of Assets......................................................................44

8.3.8 Budgets, Forecasts, Other Reports and Information...................................44

8.3.9 Notices Regarding Plans and Benefit Arrangements....................................45

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8.3.9.1 Certain Events......................................................................45

8.3.10 Tax Shelter Provisions..............................................................46

8.3.11 Information Under Existing Facility.................................................46

9. DEFAULT.................................................................................................47

9.1 Events of Default..............................................................................47

9.1.1 Payments Under Loan Documents.......................................................47

9.1.2 Breach of Warranty..................................................................47

9.1.3 Intentionally Omitted...............................................................47

9.1.4 Breach of Other Covenants...........................................................47

9.1.5 Defaults in Other Agreements or Indebtedness........................................47

9.1.6 Final Judgments or Orders...........................................................48

9.1.7 Loan Document Unenforceable.........................................................48

9.1.8 Uninsured Losses; Proceedings Against Assets........................................48

9.1.9 Notice of Lien or Assessment........................................................48

9.1.10 Insolvency..........................................................................49

9.1.11 Events Relating to Plans and Benefit Arrangements...................................49

9.1.12 Cessation of Business...............................................................49

9.1.13 Change of Control...................................................................49

9.1.14 Involuntary Proceedings.............................................................50

9.1.15 Voluntary Proceedings...............................................................50

9.2 Consequences of Event of Default...............................................................50

9.2.1. Events of Default Other Than Bankruptcy, Insolvency or Reorganization

Proceedings.........................................................................50

9.2.2 Bankruptcy, Insolvency or Reorganization Proceedings................................51

9.2.3 Set-off.............................................................................51

9.2.4 Suits, Actions, Proceedings.........................................................51

9.2.5 Application of Proceeds.............................................................51

9.2.6 Other Rights and Remedies...........................................................52

11.1 No Implied Waivers; Cumulative Remedies; Writing Required......................................52

11.2 Reimbursement and Indemnification of Banks by the Borrower.....................................52

11.3 Holidays.......................................................................................53

11.4 Notices; Lending Offices.......................................................................53

11.5 Intentionally Omitted..........................................................................54

11.6 Intentionally Omitted..........................................................................54

11.7 Severability...................................................................................54

11.8 Governing Law..................................................................................54

11.9 Prior Understanding............................................................................55

11.10 Duration; Survival.............................................................................55

11.11 Successors and Assigns; Joinder of a Bank......................................................55

11.12 Confidentiality................................................................................56

11.12.1 General.............................................................................56

11.12.2 Sharing Information With Affiliates of the Banks....................................57

11.13 Counterparts...................................................................................57

11.14 Bank's Consent.................................................................................57

11.15 Exceptions.....................................................................................57

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11.16 WAIVER OF JURY TRIAL...........................................................................57

11.17 JURISDICTION & VENUE...........................................................................58

12. COORDINATION WITH EXISTING FACILITY.....................................................................58

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LIST OF SCHEDULES AND EXHIBITS

SCHDULES

SCHEDULE A "NOTICE ADDRESSES"

EXHIBITS

EXHIBIT "NOTE" - REVOLVING CREDIT NOTE

EXHIBIT "LOAN REQUEST"- LOAN REQUEST

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REVOLVING CREDIT FACILITY AGREEMENT

THIS AGREEMENT is dated as of November ___, 2004 and is made by and

between NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the

"Borrower") and CITIZENS BANK OF MASSACHUSETTS (the "Bank").

WITNESSETH:

WHEREAS, the Borrower, desires to arrange with the Bank a revolving

line of credit to provide, from time to time, working capital for Borrower's

general corporate purposes;

WHEREAS, the Borrower and the Bank are parties, with other financial

institutions, to an existing line of credit facility (hereinafter defined as the

"Existing Facility") and Borrower has determined and represented to the Bank

that the line of credit hereby provided is Permitted Additional Indebtedness as

defined under the Existing Facility; and

WHEREAS, Bank is hereby willing to extend credit to Borrower on the

terms and conditions thereof.

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. CERTAIN DEFINITIONS

1.1 Certain Definitions.

In addition to words and terms defined elsewhere in this Agreement, the

following words and terms shall have the following meanings, respectively,

unless the context hereof clearly requires otherwise:

Affiliate as to any Person shall mean any other Person (i)

which directly or indirectly controls, is controlled by, or is under common

control with such Person, (ii) which beneficially owns or holds 10% or more of

any class of the voting or other equity interests of such Person, or (iii) 10%

or more of any class of voting interests or other equity interests of which is

beneficially owned or held, directly or indirectly, by such Person. Control, as

used in this definition, shall mean the possession, directly or indirectly, of

the power to direct or cause the direction of the management or policies of a

Person, whether through the ownership of voting securities, by contract or

otherwise, including the power to elect a majority of the directors or trustees

of a corporation or trust, as the case may be.

Agreement shall mean this Revolving Credit Facility Agreement.

Anti-Terrorism Laws shall mean any Laws relating to terrorism

or money laundering, including Executive Order No. 13224, the USA Patriot Act,

the Laws comprising or implementing the Bank Secrecy Act, and the Laws

administered by the United States Treasury

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Department's Office of Foreign Asset Control (as any of the foregoing Laws may

from time to time be amended, renewed, extended, or replaced).

Applicable Margin shall mean, as applicable:

(A) the percentage spread to be added to Base Rate under the

Revolving Credit Base Rate Option at the indicated level of Debt Rating in the

pricing grid set forth in that certain side letter between Borrower and Bank of

even date herewith

(B) the percentage spread to be added to Euro-Rate under the

Revolving Credit Euro-Rate Option at the indicated level of Debt Rating in the

pricing grid set forth in that certain side letter between Borrower and Bank of

even date.

Approved Fund shall mean, any Person (other than a natural

person) that is engaged in making, purchasing, holding or investing in bank

loans and similar extensions of credit in the ordinary course of its business

and that is administered by the Bank, an Affiliate of the Bank or an entity or

an Affiliate of an entity that administers or manages the Bank.

Authorized Officer shall mean those individuals, designated by

written notice to the Bank from the Borrower, authorized to execute notices,

reports and other documents on behalf of the Borrower. The Borrower may amend

such list of individuals from time to time by giving written notice of such

amendment to the Bank.

Bank Provided Interest Rate Hedge shall mean an Interest Rate

Hedge which is provided by the Bank.

Base Rate shall mean the greater of (i) the interest rate per

annum announced from time to time by the Bank at its Principal Office as its

then prime rate, which rate may not be the lowest rate then being charged

commercial borrowers by the Bank.

Base Rate Option shall mean the Revolving Credit Base Rate

Option.

Benefit Arrangement shall mean at any time an "employee

benefit plan" within the meaning of Section 3(3) of ERISA, which is neither a

Plan nor a Multiemployer Plan and which is maintained, sponsored or otherwise

contributed to by any member of the ERISA Group.

Borrower shall mean New Jersey Resources Corporation, a

corporation organized and existing under the laws of the State of New Jersey.

Borrowing Date shall mean, with respect to any Loan, the date

for the making thereof or the renewal or conversion thereof at or to the same or

a different Interest Rate Option, which shall be a Business Day.

Borrowing Tranche shall mean specified portions of Loans

outstanding as follows: (i) any Loans to which a Euro-Rate Option applies which

become subject to the same Interest Rate Option under the same Loan Request by

the Borrower and which have the same Interest Period shall constitute one

Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall

constitute one Borrowing Tranche.

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Business Day shall mean any day other than a Saturday or

Sunday or a legal holiday on which commercial banks are authorized or required

to be closed for business in Boston, Massachusetts and if the applicable

Business Day relates to any Loan to which the Euro-Rate Option applies, such day

must also be a day on which dealings are carried on in the London interbank

market.

Closing Date shall mean the Business Day on which the first

Loan shall be made, which shall be November 12, 2004. The closing shall take

place on the Closing Date at such time and place as the parties agree.

Commercial Letter of Credit shall mean any letter of credit

which is issued in respect of the purchase of goods or services by Borrower in

the ordinary course of its business.

Commitment shall mean $20,000,000.

Consolidated Income from Operations for any period of

determination shall mean (i) the sum of net income (provided that there shall be

excluded from net income: (a) any extraordinary items of gain or loss

(including, without limitation, those items created by mandated changes in

accounting treatment), and (b) any gain or loss of any Person accounted for on

the equity method except to the extent of cash distributions received by the

Borrower or any Subsidiary of the Borrower during the period of determination

with respect to any gain of any Person accounted for on the equity method),

depreciation, amortization, other non-cash charges to net income, interest

expense and income tax expense minus (ii) non-cash credits to net income, in

each case of the Borrower and its Subsidiaries for such period determined and

consolidated in accordance with GAAP.

Consolidated Interest Expense for any period of determination

shall mean interest expense for such period of the Borrower and its Subsidiaries

determined on a consolidated basis in accordance with GAAP.

Consolidated Shareholders' Equity shall mean as of any date of

determination the sum of the amounts under the headings "Common Shareholders'

Equity" and "Preferred Shareholders' Equity" on the balance sheet, prepared in

accordance with GAAP, for the Borrower and its Subsidiaries on a consolidated

basis as of such date of determination.

Consolidated Total Capitalization shall mean as of any date of

determination the sum of (i) Consolidated Total Indebtedness, plus (ii)

Consolidated Shareholders' Equity.

Consolidated Total Indebtedness shall mean as of any date of

determination total Indebtedness, without duplication, of the Borrower and its

Subsidiaries.

Contamination shall mean the presence or release or threat of

release of Regulated Substances in, on, under or emanating to or from the

Property, which pursuant to Environmental Laws requires notification or

reporting to an Official Body, or which pursuant to Environmental Laws requires

the performance of a Remedial Action or which otherwise constitutes a violation

of Environmental Laws.

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Debt Rating shall mean the rating of New Jersey Natural Gas's

senior secured long-term debt by each of Standard & Poor's and Moody's.

Dollar, Dollars, U.S. Dollars and the symbol $ shall mean

lawful money of the United States of America.

Environmental Complaint shall mean any (i) notice of

non-compliance or violation, citation or order relating in any way to any

Environmental Law, Environmental Permit, Contamination or Regulated Substance;

(ii) civil, criminal, administrative or regulatory investigation instituted by

an Official Body relating in any way to any Environmental Law, Environmental

Permit, Contamination or Regulated Substance; (iii) administrative, regulatory

or judicial action, suit, claim or proceeding instituted by any Person or

Official Body or any other written notice of liability or potential liability

from any Person or Official Body, in either instance, relating to or setting

forth allegations or a cause of action for personal injury (including but not

limited to death), property damage, natural resource damage, contribution or

indemnity for the costs associated with the performance of Remedial Actions,

direct recovery for the costs associated with the performance of Remedial

Actions, liens or encumbrances attached to or recorded or levied against

property for the costs associated with the performance of Remedial Actions,

civil or administrative penalties, criminal fines or penalties or declaratory or

equitable relief arising under any Environmental Laws; or (iv) subpoena, request

for information or other written notice or demand of any type issued by an

Official Body pursuant to any Environmental Laws.

Environmental Laws shall mean all federal, state, local and

foreign Laws (including, but not limited to, the Comprehensive Environmental

Response, Compensation and Liability Act, 42 U.S.C. Sections 9601 et seq., the

Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the

Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq., the

Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Federal Water

Pollution Control Act, 33 U.S.C. Sections 1251 et seq., the Federal Safe

Drinking Water Act, 42 U.S.C. Section 300f-300j, the Federal Air Pollution

Control Act, 42 U.S.C. Section 7401 et seq., the Oil Pollution Act, 33 U.S.C.

Section 2701 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7

U.S.C. Sections 136 to 136y, the Occupational Safety and Health Act, 29 U.S.C.

Section 651 et seq., each as amended, and any regulations promulgated or any

equivalent state or local Law, and any amendments thereto) and any consent

decrees, consent orders, consent agreements, settlement agreements, judgments,

orders, directives, policies or programs issued by or entered into with an

Official Body pertaining or relating to: (i) pollution or pollution control;

(ii) protection of human health from exposure to Regulated Substances; (iii)

protection of the environment and/or natural resources; (iv) protection of

employee safety in the workplace and protection of employees from exposure to

Regulated Substances in the workplace (but excluding workers compensation and

wage and hour Laws); (v) the presence, use, management, generation, manufacture,

processing, extraction, treatment, recycling, refining, reclamation, labeling,

sale, transport, storage, collection, distribution, disposal or release or

threat of release of Regulated Substances; (vi) the presence of Contamination;

(vii) the protection of endangered or threatened species; and (viii) the

protection of Environmentally Sensitive Areas.

Environmental Permits shall mean all permits, licenses, bonds

or other forms of financial assurances, consents, registrations, identification

numbers, approvals or authorizations

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required under Environmental Laws (i) to own, occupy or maintain the Property;

(ii) for the operations and business activities of any Loan Party; or (iii) for

the performance of a Remedial Action.

Environmental Records shall mean all notices, reports,

records, plans, applications, forms or other filings relating or pertaining to

the Property, Contamination, the performance of a Remedial Action and the

operations and business activities of any Loan Party which pursuant to

Environmental Laws, Environmental Permits or at the request or direction of an

Official Body either must be submitted to an Official Body or which otherwise

must be maintained.

Environmentally Sensitive Area shall mean (i) any wetland as

defined by applicable Environmental Laws; (ii) any area designated as a coastal

zone pursuant to applicable Laws, including Environmental Laws; (iii) any area

of historic or archeological significance or scenic area as defined or

designated by applicable Laws, including Environmental Laws; (iv) habitats of

endangered species or threatened species as designated by applicable Laws,

including Environmental Laws; or (v) a floodplain or other flood hazard area as

defined pursuant to any applicable Laws.

ERISA shall mean the Employee Retirement Income Security Act

of 1974, as the same may be amended or supplemented from time to time, and any

successor statute of similar import, and the rules and regulations thereunder,

as from time to time in effect.

ERISA Group shall mean, at any time, the Borrower and all

members of a controlled group of corporations and all trades or businesses

(whether or not incorporated) under common control and all other entities which,

together with the Borrower, are treated as a single employer under Section 414

of the Internal Revenue Code.

Euro-Rate shall mean, with respect to the Loans comprising any

Borrowing Tranche to which the Euro-Rate Option applies for any Interest Period,

the interest rate per annum determined by the Bank by dividing (the resulting

quotient rounded upwards, if necessary to the nearest 1/100th of 1% per annum)

(i) the rate of interest determined by the Bank in accordance with its usual

procedures (which determination shall be conclusive, absent manifest error) to

be the average of the London interbank offered rates for U.S. Dollars quoted by

the British Bankers' Association or, if the British Bankers' Association or its

successor ceases to provide such quotes, a comparable replacement determined by

the Bank) two (2) Business Days prior to the first day of such Interest Period

for an amount comparable to such Borrowing Tranche and having a Borrowing Date

and a maturity comparable to such Interest Period by (ii) a number equal to 1.00

minus the Euro-Rate Reserve Percentage. The Euro-Rate may also be expressed by

the following formula:

Average of London interbank offered rates quoted

by BBA or appropriate successor as shown on

Euro-Rate = Moneyline Telerate Service display page 3750

1.00 - Euro-Rate Reserve Percentage

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The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate

Option applies that is outstanding on the effective date of any change in the

Euro-Rate Reserve Percentage as of such effective date. The Bank shall give

prompt notice to the Borrower of the Euro-Rate as determined or adjusted in

accordance herewith, which determination shall be conclusive absent manifest

error.

Euro-Rate Option shall mean a Revolving Credit Loan Euro-Rate

Option.

Euro-Rate Reserve Percentage shall mean as of any day the

maximum percentage in effect on such day as prescribed by the Board of Governors

of the Federal Reserve System (or any successor) for determining the reserve

requirements (including supplemental, marginal and emergency reserve

requirements) with respect to eurocurrency funding (currently referred to as

"Eurocurrency Liabilities").

Event of Default shall mean any of the events described in

Section 9.1 and referred to therein as an "Event of Default.

Executive Order No. 13224 shall mean the Executive Order No.

13224 on Terrorist Financing, effective September 24, 2001, as the same has

been, or shall hereafter be, renewed, extended, amended or replaced.

Existing Facility shall mean the "$80,000,000 Revolving Credit

Facility, $100,000,000 364-Day Revolving Credit Facility Amended and Restated

Credit Agreement dated as of December 23, 2002, as amended and restated as of

December 19, 2003, and as further amended as of March 24, 2004, July 12, 2004

and November __, 2004, and as such facility may be further amended, restated,

supplemented, replaced or otherwise modified from time to time, including, but

not limited to, any modifications in the form of departures from the terms

thereof pursuant to written waivers or written consents granted thereunder.

Expiration Date shall mean, with respect to the Commitment,

November 11, 2005.

Facility Unused Fee shall have the meaning given to such term

in Section 2.2.2.

GAAP shall mean generally accepted accounting principles as

are in effect in the United States from time to time, subject to the provisions

of Section 1.3, and applied on a consistent basis both as to classification of

items and amounts.

Guaranty of any Person shall mean any obligation of such

Person guaranteeing or in effect guaranteeing any liability or obligation of any

other Person in any manner, whether directly or indirectly, including any

agreement to indemnify or hold harmless any other Person, any performance bond

or other suretyship arrangement and any other form of assurance against loss,

except endorsement of negotiable or other instruments for deposit or collection

in the ordinary course of business.

Hedging Contract Policies shall mean the written internal

policies and procedures with respect to hedging or trading of gas contracts or

other commodity, hedging contracts of any kind, or any derivatives or other

similar financial instruments of the Borrower and its

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Subsidiaries, as in effect on the date of this Agreement, a copy of which has

been delivered to the Bank.

Hedging Transaction shall mean any transaction entered into by

a Loan Party in accordance with the Hedging Contract Policies.

Historical Statements shall have the meaning assigned to that

term in Section 6.1.8.

Hybrid Security shall mean any of the following: (i)

beneficial interests issued by a trust which constitutes a Subsidiary of

Borrower, substantially all of the assets of which trust are unsecured

Indebtedness of Borrower or any Subsidiary of Borrower or proceeds thereof, and

all payments of which Indebtedness are required to be, and are, distributed to

the holders of beneficial interests in such trust promptly after receipt by such

trust, or (ii) any shares of capital stock or other equity interest that, other

than solely at the option of the issuer thereof, by their terms (or by the terms

of any security into which they are convertible or exchangeable) are, or upon

the happening of an event or the passage of time would be, required to be

redeemed or repurchased, in whole or in part, or have, or upon the happening of

an event or the passage of time would have, a redemption or similar payment.

Inactive Subsidiary shall mean, at any time, any Subsidiary of

any Person, which Subsidiary (i) does not conduct any business or have

operations, and (ii) does not have total assets with a net book value, as of any

date of determination, in excess of $100,000.

Indebtedness shall mean, as to any Person at any time, any and

all indebtedness, obligations or liabilities (whether matured or unmatured,

liquidated or unliquidated, direct or indirect, absolute or contingent, or joint

or several) of such Person for or in respect of: (i) borrowed money, (ii)

amounts raised under or liabilities in respect of any note purchase or

acceptance credit facility, (iii) reimbursement obligations (contingent or

otherwise) under any letter of credit, currency swap agreement, interest rate

swap, cap, collar or floor agreement or other interest rate or currency exchange

rate management device, (iv) any other transaction (including forward sale or

purchase agreements, capitalized leases and conditional sales agreements) having

the commercial effect of a borrowing of money entered into by such Person to

finance its operations or capital requirements (but not including trade payables

and accrued expenses incurred in the ordinary course of business which are not

represented by a promissory note or other evidence of indebtedness and which are

not more than thirty (30) days past due), (v) any Hedging Transaction, to the

extent that any indebtedness, obligations or liabilities of such Person in

respect thereof constitutes "indebtedness" as determined in accordance with

GAAP, (vi) any Guaranty of any Hedging Transaction described in the immediately

preceding clause (v), (vii) any Guaranty of Indebtedness for borrowed money,

(viii) any Hybrid Security described in clause (i) of the definition of Hybrid

Security, or (ix) the mandatory repayment obligation of the issuer of any Hybrid

Security described in clause (ii) of the definition of Hybrid Security.

Ineligible Security shall mean any security which may not be

underwritten or dealt in by member banks of the Federal Reserve System under

Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as

amended.

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Insolvency Proceeding shall mean, with respect to any Person,

(a) a case, action or proceeding with respect to such Person (i) before any

court or any other Official Body under any bankruptcy, insolvency,

reorganization or other similar Law now or hereafter in effect, or (ii) for the

appointment of a receiver, liquidator, assignee, custodian, trustee,

sequestrator, conservator (or similar official) of such Person or otherwise

relating to the liquidation, dissolution, winding-up or relief of such Person,

or (b) any general assignment for the benefit of creditors, composition,

marshaling of assets for creditors, or other, similar arrangement in respect of

such Person's creditors generally or any substantial portion of its creditors;

undertaken under any Law.

Interest Period shall mean the period of time selected by the

Borrower in connection with (and to apply to) any election permitted hereunder

by the Borrower to have Revolving Credit Loans bear interest under the Euro-Rate

Option. Subject to the last sentence of this definition, such period shall be

one, two, three or six Months. Such Interest Period shall commence on the

effective date of such Interest Rate Option, which shall be (i) the Borrowing

Date if the Borrower is requesting new Loans, or (ii) the date of renewal of or

conversion to the Euro-Rate Option if the Borrower is renewing or converting to

the Euro-Rate Option applicable to outstanding Loans. Notwithstanding the second

sentence hereof: (A) any Interest Period which would otherwise end on a date

which is not a Business Day shall be extended to the next succeeding Business

Day unless such Business Day falls in the next calendar month, in which case

such Interest Period shall end on the next preceding Business Day, and (B) the

Borrower shall not select, convert to or renew an Interest Period for any

portion of the Loans that would end after the Expiration Date.

Interest Rate Hedge shall mean an interest rate exchange,

collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar

agreements entered into by the Borrower or its Subsidiaries in order to provide

protection to, or minimize the impact upon, the Borrower, and/or its

Subsidiaries of increasing floating rates of interest applicable to

Indebtedness.

Interest Rate Option shall mean any Euro-Rate Option or Base

Rate Option.

Internal Revenue Code shall mean the Internal Revenue Code of

1986, as the same may be amended or supplemented from time to time, and any

successor statute of similar import, and the rules and regulations thereunder,

as from time to time in effect.

Investment shall have the meaning assigned to that term in

Section 8.2.4.

Labor Contracts shall mean all employment agreements,

employment contracts, collective bargaining agreements and other agreements

among Borrower or a Subsidiary of Borrower and its respective employees.

Law shall mean any law (including common law), constitution,

statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order,

injunction, writ, decree, bond, judgment, authorization or approval, lien or

award of or settlement agreement with any Official Body.

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Lien shall mean any mortgage, deed of trust, pledge, lien,

security interest, charge or other encumbrance or security arrangement of any

nature whatsoever, whether voluntarily or involuntarily given, including any

conditional sale or title retention arrangement, and any assignment, deposit

arrangement or lease intended as, or having the effect of, security and any

filed financing statement or other notice of any of the foregoing (whether or

not a lien or other encumbrance is created or exists at the time of the filing).

Loan Documents shall mean this Agreement, the Notes (if any)

and any other instruments, certificates or documents delivered or contemplated

to be delivered hereunder or thereunder or in connection herewith or therewith,

as the same may be supplemented or amended from time to time in accordance

herewith or therewith, and Loan Document shall mean any of the Loan Documents.

Loan Parties shall mean the Borrower and its Subsidiaries.

Loan Request shall mean a request for a Revolving Credit Loan,

or a request to select, convert to or renew a Base Rate Option or Euro-Rate

Option with respect to an outstanding Revolving Credit Loan.

Loans shall mean collectively and Loan shall mean separately

all Revolving Credit Loans, or any Revolving Credit Loan.

Material Adverse Change shall mean any set of circumstances or

events which (a) has or could reasonably be expected to have any material

adverse effect whatsoever upon the validity or enforceability of this Agreement

or any other Loan Document, (b) is or could reasonably be expected to be

material and adverse to the business, properties, assets, financial condition,

results of operations or prospects of the Loan Parties taken as a whole, (c)

impairs materially or could reasonably be expected to impair materially the

ability of the Loan Parties taken as a whole to duly and punctually pay the

Indebtedness or otherwise perform the obligations in accordance with the Loan

Documents, or (d) impairs materially or could reasonably be expected to impair

materially the ability of the Bank, to the extent permitted, to enforce their

legal remedies pursuant to this Agreement or any other Loan Document.

Month, with respect to an Interest Period under the Euro-Rate

Option, shall mean the interval between the days in consecutive calendar months

numerically corresponding to the first day of such Interest Period. If any

Euro-Rate Interest Period begins on a day of a calendar month for which there is

no numerically corresponding day in the month in which such Interest Period is

to end, the final month of such Interest Period shall be deemed to end on the

last Business Day of such final month.

Moody's shall mean Moody's Investors Service, Inc. and its

successors.

Multiemployer Plan shall mean any employee benefit plan which

is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and

to which the Borrower or any member of the ERISA Group is then making or

accruing an obligation to make contributions or, within the preceding five Plan

years, has made or had an obligation to make such contributions.

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Multiple Employer Plan shall mean a Plan which has two or more

contributing sponsors (including the Borrower or any member of the ERISA Group)

at least two of whom are not under common control, as such a plan is described

in Sections 4063 and 4064 of ERISA.

Net Cash Proceeds shall mean, with respect to any issuance of

debt or a Hybrid Security, an amount equal to the cash proceeds received by the

Borrower or any of its Subsidiaries from or in respect of such transaction

(including, when received: (i) any cash proceeds received as income or other

deferred cash proceeds, or (ii) cash proceeds of any non-cash proceeds of such

transaction), less all investment banking fees, discounts and commissions, legal

fees, consulting fees, accountants' fees, underwriting discounts and commissions

and other customary and reasonable fees and expenses actually incurred in

connection therewith.

New Jersey Natural Gas shall mean New Jersey Natural Gas

Company, a corporation organized and existing under the laws of the State of New

Jersey, which corporation is a Subsidiary of the Borrower.

NJNG Credit Agreement shall mean that certain Credit Agreement

dated as of December 23, 2002, among New Jersey Natural Gas, as the borrower,

Bank of Tokyo-Mitsubishi Trust Company and JPMorgan Chase Bank, each as

syndication agent, Fleet National Bank and SunTrust Bank, each as documentation

agent, Bank One NA, Citizens Bank of Massachusetts and The Bank of New York,

each as co-agent, PNC Bank, National Association, as the administrative agent,

and the Banks party thereto, as the same may be restated, amended, modified or

supplemented from time to time.

Notes shall mean the Revolving Credit Notes, if any.

Obligations shall mean any obligation or liability of the

Borrower to the Bank, howsoever created, arising or evidenced, whether direct or

indirect, absolute or contingent, now or hereafter existing, or due or to become

due, under or in connection with this Agreement, any Notes, or any other Loan

Document. Obligations shall include the liabilities to any Bank under the

Bank-Provided Interest Rate Hedge but shall not include the liabilities to other

Persons under any other Interest Rate Hedge.

Official Body shall mean any national, federal, state, local

or other government or political subdivision or any agency, authority, board,

bureau, central bank, commission, department or instrumentality of either, or

any court, tribunal, grand jury or arbitrator, in each case whether foreign or

domestic.

PBGC shall mean the Pension Benefit Guaranty Corporation

established pursuant to Subtitle A of Title IV of ERISA or any successor.

Permitted Additional Indebtedness shall mean Indebtedness

issued by the Borrower which Indebtedness is "Permitted Additional Indebtedness"

under the Existing Facility.

The Loan Parties shall promptly after issuance of Permitted

Additional Indebtedness deliver to the Bank a copy of the material documents

with respect to the issuance of such Indebtedness.

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Permitted Additional Indebtedness Documents shall mean the

note and other material agreements evidencing the Permitted Additional

Indebtedness as in effect on the date of the issuance thereof, as the same may

be supplemented, amended, or modified from time to time as permitted by Section

8.2.18 [Amendments to Permitted Additional Indebtedness Documents and Permitted

Additional NJNG Documents] hereof.

Permitted Additional NJNG Indebtedness shall mean Indebtedness

issued by New Jersey Natural Gas which Indebtedness is Permitted Additional NJNG

Indebtedness under the Existing Facility.

The Loan Parties shall promptly after issuance of Permitted

Additional NJNG Indebtedness deliver to the Bank a copy of the material

documents with respect to the issuance of such Indebtedness.

Permitted Additional NJNG Indebtedness Documents shall mean

the note and other material agreements evidencing the Permitted Additional NJNG

Indebtedness as in effect on the date of the issuance thereof, as the same may

be supplemented, amended, or modified from time to time as permitted by Section

8.2.18 [Amendments to Permitted Additional Indebtedness Documents and Permitted

Additional NJNG Indebtedness Documents] hereof.

Permitted Investments shall mean investments which are

"Permitted Investments" under the Existing Facility.

Permitted Liens shall mean liens or other matters which are

"Permitted Liens" under the Existing Facility.

Notwithstanding the foregoing definition of Permitted Lien or

any other provision of the Loan Documents to the contrary, Borrower shall not,

and shall not permit any of its Subsidiaries to, at any time create, incur,

assume or suffer to exist any Lien on any of the capital stock of New Jersey

Natural Gas, or agree or become liable to do so.

Permitted Related Business Opportunity shall mean any

transaction which is a "Permitted Related Business Opportunity" under the

Existing Facility.

Permitted Transferee shall mean, as of any date of

determination, any "Permitted Transferee" under the Existing Facility.

Person shall mean any individual, corporation, partnership,

limited liability company, association, joint-stock company, trust,

unincorporated organization, joint venture, government or political subdivision

or agency thereof, or any other entity.

Plan shall mean at any time an employee pension benefit plan

(including a Multiple Employer Plan, but not a Multiemployer Plan) which is

covered by Title IV of ERISA or is subject to the minimum funding standards

under Section 412 of the Internal Revenue Code and either (i) is maintained by

any member of the ERISA Group for employees of any member of the ERISA Group or

(ii) has at any time within the preceding five years been maintained by any

entity which was at such time a member of the ERISA Group for employees of any

entity which was at such time a member of the ERISA Group.

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Potential Default shall mean any event or condition which with

notice, passage of time, or both, would constitute an Event of Default.

Principal Office shall mean the main banking office of the

Bank in Boston, Massachusetts.

Prohibited Transaction shall mean any prohibited transaction

as defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA

for which neither an individual nor a class exemption has been issued by the

United States Department of Labor.

Property shall mean all real property, both owned and leased,

of Borrower or any of its Subsidiaries.

Purchase Money Security Interest shall mean Liens upon

tangible personal property securing loans to Borrower or a Subsidiary of

Borrower or deferred payments by Borrower or any such Subsidiary for the

purchase of such tangible personal property.

Regulated Entity shall mean any Person which is subject under

Law to any of the laws, rules or regulations respecting the financial,

organizational or rate regulation of electric companies, public utilities, or

public utility holding companies.

Regulated Substances shall mean, without limitation, any

substance, material or waste, regardless of its form or nature, defined under

Environmental Laws as a "hazardous substance," "pollutant," "pollution,"

"contaminant," "hazardous or toxic substance," "extremely hazardous substance,"

"toxic chemical," "toxic substance," "toxic waste," "hazardous waste," "special

handling waste," "industrial waste," "residual waste," "solid waste," "municipal

waste," "mixed waste," "infectious waste," "chemotherapeutic waste," "medical

waste," or "regulated substance", or any other substance, material or waste,

regardless of its form or nature, which is regulated, controlled or governed by

Environmental Laws due to its radioactive, ignitable, corrosive, reactive,

explosive, toxic, carcinogenic or infectious properties or nature or any other

material, substance or waste, regardless of its form or nature, which otherwise

is regulated, controlled or governed by Environmental Laws, including without

limitation, petroleum and petroleum products (including crude oil and any

fractions thereof), natural gas, synthetic gas and any mixtures thereof,

asbestos, urea formaldehyde, polychlorinated biphenlys, mercury, radon and

radioactive materials.

Regulation U shall mean Regulation U, T, G or X as promulgated

by the Board of Governors of the Federal Reserve System, as amended from time to

time.

Remedial Action shall mean any investigation, identification,

characterization, delineation, cleanup, removal, remediation, containment,

control or abatement of or other response actions to Regulated Substances and

any closure or post-closure measures associated therewith.

Reportable Event shall mean a reportable event described in

Section 4043 of ERISA and regulations thereunder with respect to a Plan or

Multiemployer Plan.

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Revolving Credit Base Rate Option shall mean the option of the

Borrower to have Revolving Credit Loans bear interest at the rate and under the

terms and conditions set forth in Section 4.1.1(i).

Revolving Credit Euro-Rate Option shall mean the option of the

Borrower to have Revolving Credit Loans bear interest at the rate and under the

terms and conditions set forth in Section 4.4.1(ii).

Revolving Credit Loans shall mean collectively and Revolving

Credit Loan shall mean separately all Revolving Credit Loans or any Revolving

Credit Loan made by the Bank to the Borrower hereunder.

Revolving Credit Note shall mean any Revolving Credit Note of

the Borrower in the form of Exhibit "Note" issued by the Borrower at the request

of the Bank evidencing the Revolving Credit Loans to the Bank, together with all

amendments, extensions, renewals, replacements, refinancings or refundings

thereof in whole or in part.

SEC shall mean the Securities and Exchange Commission or any

governmental agencies substituted therefor.

SEC Filings shall mean the Borrower's Form 10-K, filed with

the SEC for the fiscal year ended September 30, 2004 and Forms 10-Q, the first

filed with the SEC for the fiscal quarter ended December 31, 2003, the second

filed with SEC for the fiscal quarter ended March 31, 2004 and the third filed

with the SEC for the fiscal quarter ended June 30, 2004.

Section 20 Subsidiary shall mean the Subsidiary of the bank

holding company controlling any Bank, which Subsidiary has been granted

authority by the Federal Reserve Board to underwrite and deal in certain

Ineligible Securities.

Significant Subsidiary shall mean, New Jersey Natural Gas, NJR

Energy Services Company, or any Subsidiary of the Borrower which at any time (i)

has gross revenues equal to or in excess of five percent (5%) of the gross

revenues of the Borrower and its Subsidiaries on a consolidated basis, or (ii)

has total assets equal to or in excess of five percent (5%) of the total assets

of the Borrower and its Subsidiaries on a consolidated basis, in either case, as

determined and consolidated in accordance with GAAP.

Solvent shall mean, with respect to any Person on a particular

date, that on such date (i) such Person is able to realize upon its assets and

pay its debts and other liabilities as they mature in the normal course of

business, and (ii) such Person has not incurred debts or liabilities beyond such

Person's ability to pay as such debts and liabilities mature.

Standard & Poor's shall mean Standard & Poor's Ratings

Services, a division of The McGraw-Hill Companies, Inc., and its successors.

Subsidiary of any Person at any time shall mean (i) any

corporation or trust of which 50% or more (by number of shares or number of

votes) of the outstanding capital stock or shares of beneficial interest

normally entitled to vote for the election of one or more directors or trustees

(regardless of any contingency which does or may suspend or dilute the voting

rights) is

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at such time owned directly or indirectly by such Person or one or more of such

Person's Subsidiaries, (ii) any partnership of which such Person is a general

partner or of which 50% or more of the partnership interests is at the time

directly or indirectly owned by such Person or one or more of such Person's

Subsidiaries, (iii) any limited liability company of which such Person is a

member or of which 50% or more of the limited liability company interests is at

the time directly or indirectly owned by such Person or one or more of such

Person's Subsidiaries or (iv) any corporation, trust, partnership, limited

liability company or other entity which is controlled or capable of being

controlled by such Person or one or more of such Person's Subsidiaries.

Subsidiary Shares shall have the meaning assigned to that term

in Section 0.

USA Patriot Act shall mean the Uniting and Strengthening

America by Providing Appropriate Tools Required to Intercept and Obstruct

Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall

hereafter be, renewed, extended, amended or replaced.

1.2 Construction.

Unless the context of this Agreement otherwise clearly

requires, the following rules of construction shall apply to this Agreement and

each of the other Loan Documents:

1.2.1. Number; Inclusion.

references to the plural include the singular, the plural, the

part and the whole; "or" has the inclusive meaning represented by the phrase

"and/or," and "including" has the meaning represented by the phrase "including

without limitation";

1.2.2. Determination.

references to "determination" of or by the Bank shall be

deemed to include good-faith estimates by the Bank (in the case of quantitative

determinations) and good-faith beliefs by the Bank (in the case of qualitative

determinations) and such determination shall be conclusive absent manifest

error;

1.2.3. Bank's Discretion and Consent.

whenever the Bank is granted the right herein to act in its or

their sole discretion or to grant or withhold consent such right shall be

exercised in good faith;

1.2.4. Documents Taken as a Whole.

the words "hereof," "herein," "hereunder," "hereto" and

similar terms in this Agreement or any other Loan Document refer to this

Agreement or such other Loan Document as a whole and not to any particular

provision of this Agreement or such other Loan Document;

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1.2.5. Headings.

the section and other headings contained in this Agreement

or such other Loan Document and the Table of Contents (if any), preceding this

Agreement or such other Loan Document are for reference purposes only and shall

not control or affect the construction of this Agreement or such other Loan

Document or the interpretation thereof in any respect;

1.2.6. Implied References to this Agreement.

article, section, subsection, clause, schedule and exhibit

references are to this Agreement or other Loan Document, as the case may be,

unless otherwise specified;

1.2.7. Persons.

reference to any Person includes such Person's successors

and assigns but, if applicable, only if such successors and assigns are

permitted by this Agreement or such other Loan Document, as the case may be, and

reference to a Person in a particular capacity excludes such Person in any other

capacity;

1.2.8. Modifications to Documents.

reference to any agreement (including this Agreement and

any other Loan Document together with the schedules and exhibits hereto or

thereto), document or instrument means such agreement, document or instrument as

amended, modified, replaced, substituted for, superseded or restated;

1.2.9. From, To and Through.

relative to the determination of any period of time,

"from" means "from and including," "to" means "to but excluding," and "through"

means "through and including"; and

1.2.10. Shall; Will.

references to "shall" and "will" are intended to have the

same meaning.

1.3 Accounting Principles.

Except as otherwise provided in this Agreement, all

computations and determinations as to accounting or financial matters and all

financial statements to be delivered pursuant to this Agreement shall be made

and prepared in accordance with GAAP (including principles of consolidation

where appropriate), and all accounting or financial terms shall have the

meanings ascribed to such terms by GAAP; provided, however, that all accounting

terms used in Section 8.2 [Negative Covenants] (and all defined terms used in

the definition of any accounting term used in Section 8.2) shall have the

meaning given to such terms (and defined terms) under GAAP as in effect on the

date hereof applied on a basis consistent with those used in preparing the

Annual Statements referred to in Section 6.1.8 [Historical Statements]. In the

event of any change after the date hereof in GAAP, and if such change would

result in the

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inability to determine compliance with the financial covenants set forth in

Section 8.2 based upon the Borrower's regularly prepared financial statements by

reason of the preceding sentence, then the parties hereto agree to endeavor, in

good faith, to agree upon an amendment to this Agreement that would adjust such

financial covenants in a manner that would not affect the substance thereof, but

would allow compliance therewith to be determined in accordance with the

Borrower's financial statements at that time.

2. REVOLVING CREDIT LOANS

2.1 Revolving Credit Loans.

Subject to the terms and conditions hereof and relying upon

the representations and warranties herein set forth, the Bank agrees to make

Revolving Credit Loans to the Borrower at any time or from time to time on or

after the date hereof to the Expiration Date, provided that, after giving effect

to each such Revolving Credit Loan the aggregate amount of Revolving Credit

Loans from the Bank shall not exceed the Commitment. Within such limits of time

and amount and subject to the other provisions of this Agreement, the Borrower

may borrow, repay and reborrow pursuant to this Section 2. The outstanding

principal amount of all Revolving Credit Loans, together with accrued interest

thereon shall be due and payable on the Expiration Date.

2.2 Certain Fees.

2.2.1 Facility Origination Fees.

On the date hereof Borrower agrees to pay Bank an

origination fee in the amount agreed to between the Bank and the Borrower and

set forth in that certain side letter of even date herewith.

2.2.2 Facility Unused Fees.

For each day from the date hereof until the

Expiration Date, the Borrower agrees to pay to the Bank, a nonrefundable fee

(the "Facility Unused Fee") in an amount agreed to between the Bank and the

Borrower and set forth in that certain side letter of even date herewith

computed on the amount of the Commitment less the outstanding Revolving Credit

Loans on such day. The Facility Unused Fee shall be payable quarterly in arrears

on the first Business Day of each January, April, July, and October after the

date hereof and on the Expiration Date or upon acceleration of the Revolving

Credit Loans.

2.3 Revolving Credit Loan Requests.

Except as otherwise provided herein, the Borrower may, from

time to time prior to the Expiration Date, request the Bank to make Revolving

Credit Loans or renew or convert the Interest Rate Option applicable to existing

Revolving Credit Loans pursuant to Section 4.2 [Interest Periods], by delivering

to the Bank, not later than 10:00 a.m., Boston time, (i) three (3) Business Days

prior to the proposed Borrowing Date with respect to the making of a Revolving

Credit Loan to which the Euro-Rate Option applies or the date of conversion to

or the renewal of the Euro-Rate Option for any such Loan; and (ii) one (1)

Business Day prior to either the

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proposed Borrowing Date with respect to the making of a Revolving Credit Loan to

which the Base Rate Option applies or the last day of the preceding Interest

Period with respect to the conversion to the Base Rate Option for any Loan, of a

duly completed Loan Request therefor substantially in the form of Exhibit "Loan

Request" or a Loan Request by telephone immediately confirmed in writing by

letter, facsimile or telex in the form of such Exhibit, it being understood that

the Bank may rely on the authority of any individual making such a telephonic

request without the necessity of receipt of such written confirmation. Each Loan

Request shall be irrevocable and shall specify (i) the proposed Borrowing Date;

(ii) the aggregate amount of the proposed Revolving Credit Loans comprising each

Borrowing Tranche, the amount of which shall be in integral multiples of

$1,000,000 and not less than $3,000,000 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 Borrowing

Tranches to which the Base Rate Option applies; (iii) whether the Euro-Rate

Option or Base Rate Option shall apply to the proposed Loans comprising the

applicable Borrowing Tranche; and (iv) in the case of a Borrowing Tranche to

which the Euro-Rate Option applies, an appropriate Interest Period for the Loans

comprising such Borrowing Tranche.

2.4 Making Revolving Credit Loans.

Subject to the terms and conditions hereof, the Bank shall,

promptly after receipt by it of a Loan Request for or with respect to Revolving

Credit Loans fund such Revolving Credit Loans to the Borrower in U.S. Dollars

and immediately available funds at the Principal Office prior to 2:00 p.m.,

Boston time, on the applicable Borrowing Date.

2.5 Use of Proceeds.

The proceeds of the Loans shall be used by the Borrower for

general corporate purposes of the Borrower and in accordance with Section 8.1.10

[Use of Proceeds].

3. REDUCTION OF COMMITMENTS

The Borrower shall have the right to reduce the Commitment hereunder

(in whole or in part) from to time upon two (2) Business Days prior written

notice to the Bank specifying the amount of the reduction (which shall be no

less than $5,000,000 or whole multiples of $1,000,000 in excess thereof or the

full amount of the then remaining Commitment) and the dates proposed for said

reduction (which shall be a Business Day). In connection with any partial

reduction, the Borrower shall prepay the Revolving Credit Loans on the date of

such reduction in the amount by which the outstanding principal balance thereof

exceeds the Commitment, as so reduced. In connection with the reduction of the

Commitment in whole: (i) the Borrower shall prepay the Revolving Credit Loans

then outstanding on the date of such reduction, together with all accrued

interest thereon, and the accrued Facility Unused Fee calculated as of such

date, and (ii) the terms and conditions set forth herein shall terminate and be

of no further force and effect and neither the Bank nor the Borrower shall have

any further obligations hereunder, except for those obligations which by their

express terms survive the termination of this Agreement.

4. INTEREST RATES

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4.1 Interest Rate Options.

The Borrower shall pay interest in respect of the outstanding

unpaid principal amount of the Loans as selected by it from the Base Rate Option

or Euro-Rate Option set forth below applicable to the Loans, it being understood

that, subject to the provisions of this Agreement, the Borrower may select

different Interest Rate Options and different Interest Periods to apply

simultaneously to the Loans comprising different Borrowing Tranches and may

convert to or renew one or more Interest Rate Options with respect to all or any

portion of the comprising any Borrowing Tranche, provided that there shall not

be at any one time outstanding more than five (5) Borrowing Tranches in the

aggregate among all of the Loans. If at any time the designated rate applicable

to any Loan made by the Bank exceeds the Bank's highest lawful rate, the rate of

interest on the Bank's Loan shall be limited to the Bank's highest lawful rate.

4.1.1 Revolving Credit Interest Rate Options.

The Borrower shall have the right to select from the following

Interest Rate Options applicable to the Revolving Credit Loans:

(i) Revolving Credit Base Rate Option: A fluctuating

rate per annum (computed on the basis of a year of 365 or 366 days, as the case

may be, and actual days elapsed) equal to the Base Rate plus the Applicable

Margin, such interest rate to change automatically from time to time effective

as of the effective date of each change in the Base Rate and/or the Applicable

Margin; or

(ii) Revolving Credit Euro-Rate Option: A rate per

annum (computed on the basis of a year of 360 days and actual days elapsed)

equal to the Euro-Rate plus the Applicable Margin, such rate to change

automatically from time to time effective as of the effective date of each

change in the Applicable Margin.

(iii) Notwithstanding the foregoing, if any Event of

Default has occurred and is continuing, no Loan may be made, converted to or

renewed under any Euro-Rate Option.

4.1.2 Rate Quotations.

The Borrower may call the Bank on or before the date on

which a Loan Request is to be delivered to receive an indication of the interest

rates then in effect, but it is acknowledged that such projection shall not be

binding on the Bank nor affect the rate of interest which thereafter is actually

in effect when the election is made.

4.1.3 Change in Fees or Interest Rates.

If the Applicable Margin is increased or reduced with

respect to any period for which the Borrower has already paid interest the Bank

shall recalculate the additional interest from or to the Borrower and shall,

within fifteen (15) Business Days after the Borrower notifies the Bank of such

increase or decrease, give the Borrower notice of such recalculation.

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4.1.4.1 Any additional interest due from the Borrower

shall be paid to the Bank on the next date on which an interest or fee payment

is due; provided, however, that if there are no Loans outstanding or if the

Loans are due and payable, such additional interest shall be paid promptly after

receipt of written request for payment from the Bank.

4.1.4.2 Any interest refund due to the Borrower shall

be credited against payments otherwise due from the Borrower on the next

interest payment due date or, if the Loans have been repaid and the Bank is no

longer committed to lend under this Agreement, the Bank shall pay the Borrower

such interest refund not later than five Business Days after written notice from

the Borrower to the Bank.

4.2 Interest Periods.

At any time when the Borrower shall select, convert to or

renew a Euro-Rate Option, the Borrower shall notify the Bank thereof by

delivering a Loan Request at least three (3) Business Days prior to the

effective date of such Interest Rate Option. The notice shall specify an

Interest Period during which such Interest Rate Option shall apply.

Notwithstanding the preceding sentence, the following provisions shall apply to

any selection of, renewal of, or conversion to a Euro-Rate Option:

4.2.1 Amount of Borrowing Tranche.

the amount of each Borrowing Tranche of Loans to

which a Euro-Rate Option applies shall be in integral multiples of $1,000,000

and not less than $3,000,000;

4.2.2 Renewals.

in the case of the renewal of a Euro-Rate Option at

the end of an Interest Period, the first day of the new Interest Period shall be

the last day of the preceding Interest Period, without duplication in payment of

interest for such day.

4.3 Interest After Default.

To the extent permitted by Law, upon the occurrence of an

Event of Default and until such time such Event of Default shall have been cured

or waived:

4.3.1 Interest Rate.

the rate of interest for each Loan otherwise

applicable pursuant to Section 4.1.1 [Interest Rate Options], respectively,

shall be increased by 2.0% per annum; and

4.3.2 Other Obligations.

each other Obligation hereunder if not paid when due

shall bear interest at a rate per annum equal to the sum of the rate of interest

applicable under the Revolving Credit Base Rate Option plus an additional 2% per

annum from the time such Obligation becomes due and payable and until it is paid

in full.

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4.3.3 Acknowledgment.

The Borrower acknowledges that the increase in rates

referred to in this Section 4.3 reflects, among other things, the fact that such

Loans or other amounts have become a substantially greater risk given their

default status and that the Bank is entitled to additional compensation for such

risk; and all such interest shall be payable by Borrower upon demand by Bank.

4.4 Euro-Rate Unascertainable; Illegality; Increased Costs;

Deposits Not Available.

4.4.1 Unascertainable.

If on any date on which a Euro-Rate would otherwise

be determined with respect to Loans, the Bank shall have determined that:

(i) adequate and reasonable means do not exist

for ascertaining such Euro-Rate, or

(ii) a contingency has occurred which materially

and adversely affects the London interbank eurodollar market relating to the

Euro-Rate, the Bank shall have the rights specified below.

4.4.2 Illegality; Increased Costs; Deposits Not Available.

If at any time the Bank shall have determined that:

(i) the making, maintenance or funding of any

Loan to which a Euro-Rate Option applies has been made unlawful or materially

impracticable by compliance by the Bank in good faith with any Law or any

interpretation or application thereof by any Official Body or with any request

or directive of any such Official Body (whether or not having the force of Law),

or

(ii) such Euro-Rate Option will not adequately

and fairly reflect the cost to the Bank of the establishment or maintenance of

any such Loan in a material respect, or

(iii) after making all reasonable efforts,

deposits of the relevant amount in Dollars for the relevant Interest Period for

a Loan, or to banks generally, to which a Euro-Rate Option applies,

respectively, are not available to the Bank with respect to such Loan, or to

banks generally, in the interbank eurodollar market,

then the Bank shall have the rights specified below.

4.4.3 Bank's Rights.

In the case of any event specified in Section 4.4.1

or Section 4.4.2 above, the Bank shall promptly so notify the Borrower. Upon

such date as shall be specified in such notice (which shall not be earlier than

the date such notice is given), the obligation of the Bank, to allow the

Borrower to select, convert to or renew a Euro-Rate Option shall be suspended

until

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the Bank shall have later notified the Borrower, of the Bank's determination

that the circumstances giving rise to such previous determination no longer

exist. If at any time the Bank makes a determination under Section 4.4.1 and the

Borrower has previously notified the Bank of its selection of, conversion to or

renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone

into effect, such notification shall be deemed to provide for the selection of,

conversion to or renewal of the Base Rate Option otherwise available with

respect to such Loans if the Borrower has requested the Euro-Rate Option. If the

Bank notifies the Borrower of a determination under Section 4.4.2, the Borrower

shall, subject to the Borrower's indemnification Obligations under Section 5.4.2

[Indemnity], as to any Loan of the Bank to which a Euro-Rate Option applies, on

the date specified in such notice either (i) as applicable, convert such Loan to

the Base Rate Option otherwise available with respect to such Loan, or (ii)

prepay such Loan in accordance with Section 5.3 [Voluntary Prepayments]. Absent

due notice from the Borrower of conversion or prepayment, such Loan shall

automatically be converted to the Base Rate Option otherwise available with

respect to such Loan upon such specified date.

4.5 Selection of Interest Rate Options.

If the Borrower fails to select a new Interest Period to apply

to any Borrowing Tranche of Loans under the Euro-