FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 4.4A

FIRST AMENDMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated and effective as of November 15, 2005, is made by and among NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., successor by merger to FLEET NATIONAL BANK, each in its capacity as a syndication agent, BANK OF TOKYO-MITSUBISHI TRUST COMPANY and CITICORP NORTH AMERICA, INC., each in its capacity as a documentation agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks (hereinafter referred to in such capacity as the “Agent”).

W I T N E S S E T H:

WHEREAS, reference is made to that certain Credit Agreement, dated as of December 16, 2004, by and among the Borrower, the Guarantors party thereto, the Banks party thereto, JPMorgan Chase Bank, N.A. and Bank of America, N.A., successor by merger to Fleet National Bank, each in its capacity as a syndication agent, Bank of Tokyo-Mitsubishi Trust Company and Citicorp North America, Inc., each in its capacity as a documentation agent, and the Agent (the “Credit Agreement”);

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

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

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

1. Definitions.

Capitalized terms used herein unless otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement as amended by this Amendment.

2. Amendment of Credit Agreement.

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

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

“2.9.1 Issuance of Letters of Credit.

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

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

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

“7.2 Each Additional Loan or Letter of Credit.

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

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

(c) Exhibit 2.4.

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

(d) Exhibit 2.5.

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

(e) Exhibit 8.3.3.

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

3. Increase of Revolving Credit Commitments.

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

4. Conditions of Effectiveness of this Amendment.

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

(a) Certain Legal Details; Counterparts. All legal details and proceedings in connection with the transactions contemplated by this Amendment (other than those related to items that are the subject of Section 3 above, which are addressed in Section 4 (b) below) shall be in form and substance satisfactory to the Agent, the Agent shall have received from the Borrower, the Guarantors and the Required Banks an executed original of this Amendment and the Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Agent.

(b) Certain Legal Details; Counterparts (Increase). All legal details and proceedings in connection with the transactions contemplated by Section 3 above shall be in form and substance satisfactory to the Agent, the Agent shall have received from the Borrower, the Guarantors, and each Increasing Bank an executed original of this Amendment and the Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Agent.

(c) Increase in Revolving Credit Commitments. Each Increasing Bank shall have consented to its increased Revolving Credit Commitment as set forth on amended and restated Schedule 1.1(B) [Commitments of Banks and Addresses for Notices] attached hereto with such consent evidenced by such Increasing Bank’s execution of this Amendment.

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

(e) Representations and Warranties; No Defaults. After giving effect to this Amendment and to the increase in the Revolving Credit Commitments, the representations and warranties of the Borrower and the other Loan Parties contained in Section 6 of the Credit Agreement and each of the other Loan Documents shall be true and accurate as of the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and the Borrower and the other Loan Parties shall have performed and complied with all covenants and conditions under the Loan Documents and hereof; no Event of Default or Potential Default under the Credit Agreement and the other Loan Documents shall have occurred and be continuing or shall exist; and the Chief Executive Officer, President or Chief Financial Officer or other Authorized Officer of each of the Loan Parties shall have delivered to the Agent for the benefit of each Bank a duly executed certificate dated the date hereof certifying as to the items in this Section 4(e).

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

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

(ii) the names of the officer or officers authorized to sign this Amendment and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Bank may conclusively rely; and

(iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the Effective Date, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Loan Parties in each state where organized or qualified to do business, provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by such Loan Party to the Agent remain in full force and effect and have not been modified, amended or rescinded.

(g) Opinion of Counsel. The Borrower shall cause to be delivered to the Agent an opinion of counsel of (i) Xxxxxxx Xxxx Xxxx & Xxxxxxxxxx, LLP, counsel for the Loan Parties and (ii) Xxxxx X. Xxxxxx, in-house counsel for the Loan Parties, with respect to this Amendment, each in such form as shall be reasonably acceptable to the Agent.

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

5. Miscellaneous.

(a) Force and Effect; No Novation. The Credit Agreement is hereby amended in accordance with the terms hereof and any reference to the Credit Agreement in any Loan Document or any other document, instrument, or agreement shall hereafter mean and include the Credit Agreement as amended hereby. The Credit Agreement (as amended by this Amendment) and each of the other Loan Documents are hereby ratified and confirmed and are in full force and effect. The Loan Parties, each Bank and the Agent acknowledge and agree that this Amendment is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the Credit Agreement or the other Loan Documents.

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

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

(d) Payment of Fees and Expenses. The Loan Parties unconditionally agree to pay and reimburse the Agent and save the Agent harmless against liability for the payment of all out-of-pocket costs, expenses and disbursements, including without limitation: (i) to the Agent for itself the reasonable costs and expenses of the Agent including, without limitation, the reasonable fees and expenses of counsel incurred by the Agent in connection with the development, preparation, execution, administration, interpretation or performance of this Amendment, and all other documents or instruments to be delivered in connection herewith and (ii) to the Agent for the benefit of each Increasing Bank, on or prior to the Effective Date, a fee equal to 10 basis points of the difference between (x) each such Increasing Bank’s Revolving Credit Commitment as set forth on the amended and restated Schedule 1.1(B) attached to this Amendment and (y) each such Increasing Bank’s Revolving Credit Commitment as it was set forth on Schedule 1.1(B) in effect immediately prior to the amendment and restatement thereof by Schedule 1.1(B) attached to this Amendment.

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

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

[SIGNATURES BEGIN ON NEXT PAGE]

[SIGNATURE PAGE TO FIRST AMENDMENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

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

	BORROWER:

ATTEST:	NEW JERSEY RESOURCES CORPORATION


	By:	[Seal]
Name:	Name:
Title:	Title:

[SIGNATURE PAGE TO FIRST AMENDMENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

	GUARANTORS:

	NJNR PIPELINE COMPANY


	By:
	Name:
	Title:


	NJR ENERGY CORPORATION


	By:
	Name:
	Title:


	NJR ENERGY SERVICES COMPANY


	By:
	Name:
	Title:

[SIGNATURE PAGE TO FIRST AMENDMENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

	NJR HOME SERVICES COMPANY


	By:
	Name:
	Title:


	COMMERCIAL REALTY AND RESOURCES CORP.

	By:
	Name:
	Title:

[SIGNATURE PAGE TO FIRST AMENDMENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

	BANKS:

	BANK OF AMERICA, N.A., successor by merger to FLEET NATIONAL BANK, individually and as Syndication Agent


	By:
	Name:
	Title:

[SIGNATURE PAGE TO FIRST AMENDMENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

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


	By:
	Name:
	Title:

[SIGNATURE PAGE TO FIRST AMENDMENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

	CALYON NEW YORK BRANCH


	By:
	Name:
	Title:


	By:
	Name:
	Title:

[SIGNATURE PAGE TO FIRST AMENDMENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

	CITICORP NORTH AMERICA, INC., individually and as Documentation Agent


	By:
	Name:
	Title:

[SIGNATURE PAGE TO FIRST AMENDMENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

	CITIZENS BANK OF MASSACHUSETTS


	By:
	Name:
	Title:

[SIGNATURE PAGE TO FIRST AMENDMENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

	COMERICA BANK


	By:
	Name:
	Title:

[SIGNATURE PAGE TO FIRST AMENDMENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

	JPMORGAN CHASE BANK, N.A., individually and as Syndication Agent


	By:
	Name:
	Title:

[SIGNATURE PAGE TO FIRST AMENDMENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

	PNC BANK, NATIONAL ASSOCIATION, individually and as Agent


	By:
	Name:
	Title:

[SIGNATURE PAGE TO FIRST AMENDMENT TO

NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

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


	By:
	Name:
	Title:

SCHEDULE 1.1(B)

NEW JERSEY RESOURCES CORPORATION

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

Bank		Amount of Commitment for Revolving Credit Loans		Ratable Share
PNC BANK, NATIONAL ASSOCIATION		$	47,750,000	14.692307693	%

Address for Notices: Xxx Xxxxx Xxxxxx Xxxxxxxxx - 00xx Xxxxx Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Attention:	Xxxxxxx Xxxxx
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000
Email:	xxxxxxx.xxxxx@xxxxxxx.xxx

Address of Lending Office: PNC Agency Services PNC Xxxxxxxxx Xxxxxx, 0xx Xxxxx 000 Xxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention:	Xxxx Xxxxxx
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000

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: MA5-100-09-08 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000			$	46,937,500	14.442307692	%
Attention:		Xxxxx X. Xxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000
Email:		xxxxx.x.xxxx@xxxxxxxxxxxxx.xxx

Address of Lending Office: Global Energy MADE 10009G 000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention:		Xxxxxxx Xxxxxxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000

BANK OF TOKYO-MITSUBISHI TRUST COMPANY			$	44,687,500	13.750000000	%

Address for Notices: 12th Floor 1251 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000-0000
Attention:	Xxxxxxxx Xxxxxxxx
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000
Attention:	Xxxxxxx Xxxxxx
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000

Address of Lending Office: 12th Floor 1251 Avenue of the Americas New York, New York 10020-1104
Attention:	Xxxxxxx Xx
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000 or 2305

Bank			Amount of Commitment for Revolving Credit Loans		Ratable Share
CALYON NEW YORK BRANCH			$	32,500,000	10.000000000	%

Address for Notices: 0000 Xxxxxx Xxxxxx - Xxxxx 0000 Xxxxxxx, Xxxxx 00000
Attention:		Xxxxxx Xxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000
Email:		xxxxxx.xxxx@xx.xxxxxx.xxx

Address of Lending Office:
0000 Xxxxxx Xxxxxx - Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention:		Xxxxxxxxxx Xxxxxx
Telephone:		(713)
Telecopy:		(000) 000-0000

CITICORP NORTH AMERICA, INC.			$	44,687,500	13.750000000	%

Address for Notices: 000 Xxxxxxxxx Xxxxxx - Xxxxx 00 Xxx Xxxx, Xxx Xxxx 00000
Attention:	Xxxxx Xxxxxxxx
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000

Address of Lending Office: 0 Xxxxx Xxx Xxx Xxxxxx, Xxxxxxxx 00000
Attention:	Xxxxxxxx Xxxxxxx
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000

Bank					Amount of Commitment for Revolving Credit Loans		Ratable Share
CITIZENS BANK OF MASSACHUSETTS					$	19,250,000	5.923076923	%

Address for Notices: 00 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Attention:				Xxxxxxx Xxxxxxx
Telephone:				(000) 000-0000
Telecopy:				(000) 000-0000

Address of Lending Office: 00 Xxxxx Xxxx Xxxxxxx, Xxxxxxxxxxxxx
Attention:			Xxxxx Xxxxxxxx
Telephone:			(000) 000-0000
Telecopy:			(000) 000-0000

COMERICA BANK					$	16,250,000	5.000000000	%

Address for Notices: U.S. Banking / Xxxx 0xx Xxxxx - XX 0000 000 Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000-0000
Attention:		Xxxxx Xxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000

Address of Lending Office: U.S. Banking / Xxxx 0xx Xxxxx - XX 0000 000 Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000-0000
Attention:	Xxxxx Xxxxx
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000

Bank			Amount of Commitment for Revolving Credit Loans		Ratable Share
JPMORGAN CHASE BANK, N.A.			$	46,937,500	14.442307692	%

Address for Notices: 000 Xxxxx 00 Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Attention:		Xxx Xxxxxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000
Email:		xxx.xxxxxxx@xxxxxxxx.xxx

Address of Lending Office: 000 Xxxxx 00 Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Attention:		Xxxx Xxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000
Email:		xxxx.xxxx@xxxxx.xxx

THE BANK OF NEW YORK			$	26,000,000	8.000000000	%

Address for Notices: Xxx Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
Attention:		Xxxx Xxxxxxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000

Address of Lending Office: Utilities Division Xxx Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
Attention:	Xxxxxxx Xxxxxxx
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000

TOTAL			$	325,000,000	100	%

SCHEDULE 1.1(B)

NEW JERSEY RESOURCES CORPORATION

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

AGENT

PNC Bank, National Corporation

Xxx Xxxxx Xxxxxx Xxxxxxxxx, 00xx Xxxxx

Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000

Attention: Xxxxxxx Xxxxx

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

BORROWER:

New Jersey Resources Corporation

0000 Xxxxxxx Xxxx

Xxxx, Xxx Xxxxxx 00000

Attention: Xxxxxx Puma

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

GUARANTORS:

Commercial Realty and Resources Corp.

NJNR Pipeline Company

NJR Energy Corporation

NJR Energy Services Company

NJR Home Services Company

0000 Xxxxxxx Xxxx

Xxxx, Xxx Xxxxxx 00000

Attention: Xxxxxx Puma

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

EXHIBIT 2.4

FORM OF

LOAN REQUEST

TO:		PNC Bank, National Association, as Agent
		One PNC Plaza
		000 Xxxxx Xxxxxx
		Xxxxxxxxxx, Xxxxxxxxxxxx 00000
		Telephone No.: (000) 000-0000
		Telecopier No.: (000) 000-0000
		Attention: Xxxx Xxxxxx

FROM:		New Jersey Resources Corporation (the “Borrower”)

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

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

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

1.(a)	o	A new Revolving Credit Loan
		OR
	o	Renewal of the Euro-Rate Option applicable to an outstanding Revolving Credit Loan, originally made on , 200
		OR
	o	Conversion of the Base Rate Option applicable to an outstanding Revolving Credit Loan, originally made on , 200 to a Loan to which the Euro-Rate Option applies,
		OR
	o	Conversion of the Euro-Rate Option applicable to an outstanding Revolving Credit Loan, originally made on , 200 to a Loan to which the Base Rate Option applies.

SUCH NEW, RENEWED OR CONVERTED LOAN SHALL BEAR INTEREST:

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

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

		OR

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

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

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

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

[SIGNATURE PAGE FOLLOWS]

[SIGNATURE PAGE 1 OF 1 TO LOAN REQUEST]

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

		NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation


Date:	, 200	By:	(SEAL)
		Name:
		Title:

EXHIBIT 2.5

FORM OF

SWING LOAN REQUEST

TO:	PNC Bank, National Association, as Agent
	One PNC Plaza
	000 Xxxxx Xxxxxx
	Xxxxxxxxxx, Xxxxxxxxxxxx 00000
	Telephone No.: (000) 000-0000
	Telecopier No.: (000) 000-0000
	Attention: Xxxx Xxxxxx

FROM:	New Jersey Resources Corporation (the “Borrower”)

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

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

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

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

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

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

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

[SIGNATURE PAGE FOLLOWS]

[SIGNATURE PAGE 1 OF 1 TO SWING LOAN REQUEST]

The undersigned hereby certifies the accuracy of the foregoing.

		NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation


Date:	, 200	By:	(SEAL)
		Name:
		Title:

EXHIBIT 8.3.3

FORM OF

COMPLIANCE CERTIFICATE

, 200

PNC Bank, National Association, as Agent

One PNC Plaza

000 Xxxxx Xxxxxx

Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000

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

Ladies and Gentlemen:

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

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

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

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

	(i)	borrowed moneys	$

	(ii)	other transactions similar to borrowed money transactions	$

	(iii)	note purchase or acceptance credit facilities	$

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and each Bank party to the Credit Agreement

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	(iv)	reimbursement obligations (contingent or otherwise)	$

	(v)	Hedging Transactions	$

	(vi)	Guarantees of Hedging Transactions and of borrowed money transactions	$

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

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

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

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

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

	(ii)	Common Shareholders’ Equity	$

	(iii)	Preferred Shareholders’ Equity	$

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

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

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

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

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and each Bank party to the Credit Agreement

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

	(ii)	depreciation	$

	(iii)	amortization	$

	(iv)	other noncash charges to net income attributable to [insert description]	$

	(v)	interest expense	$

	(vi)	income tax expense	$

	(vii)	sum of items (i) through (vi)	$

	(viii)	noncash credits to net income	$

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

(B)	Consolidated Interest Expense for the applicable period is:		$

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

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

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

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

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and each Bank party to the Credit Agreement

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

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

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

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

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

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

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

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

PNC Bank, National Association, as Agent

and each Bank party to the Credit Agreement

, 200

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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]

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Table of Contents

FIRST AMENDMENT TO CREDIT AGREEMENT

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