M E M O R A N
D U M


 


TO:            NUI
Corporation and NUI Utilities Syndicate Members




FROM:          
Stephen
J. Hoffman

                       
Fleet
National Bank, Agent




DATE:           
August
9, 2002




RE:            Credit
Agreement among NUI Corporation ("NUI Corporation"), Fleet
National Bank, as Agent, PNC Bank, National Association, as Syndication Agent,
First Union National Bank, as Documentation Agent, and others, dated as of
December 19, 2001 (the "NUI Corporation Credit Agreement") 




                        Credit Agreement
among NUI Utilities, Inc. ("NUI Utilities"), Fleet National
Bank, as Agent, PNC Bank, National Association, as Syndication Agent, First
Union National Bank, as Documentation Agent, and others, dated as of December
19, 2001 (the "NUI Utilities Credit Agreement")









            As you
know, the NUI Corporation Credit Agreement and the NUI Utilities Credit
Agreement (collectively, the "Credit Agreements") each contain
covenants restricting the creation, incurrence, assumption or sufferance of
Indebtedness (as such term is defined in the Credit Agreements), subject to
certain permitted exceptions.  


            Due to
the current historically low interest rate environment, NUI Corporation and NUI
Utilities (collectively, the "Companies") are reviewing the
possibility of entering into certain transactions that would constitute Hedging
Obligations (as such term is defined in the Credit Agreements).  Since such transactions are currently
prohibited by the Credit Agreement, the Companies have requested that Section
5.13 of each Credit Agreement be amended to provide that Indebtedness incurred
in connection with Hedging Obligations on debt in an amount not to exceed an
aggregate notional value of $75,000,000 per fiscal year be permitted.  Amending such indebtedness covenants to
permit such a basket for Indebtedness in connection with Hedging Obligations
requires the consent and approval of Required Lenders under each of the Credit
Agreements. This request does not allow for an increase in the dollar value of
any debt but would allow the Companies, should they decide to, to take advantage
of a favorable movement in interest rates (to effect, for example, a
fixed-to-floating interest rate swap). Fleet supports this request.


           



Please let me know by the close of business on Monday,
August 19, 2002 whether you have any issues with the indebtedness covenants
contained in Section 5.13 of each Credit Agreement being amended to permit
Indebtedness in connection with Hedging Obligations in an aggregate amount not
to exceed a notional value of $75,000,000 per fiscal year.  Please direct any questions you may have to
me by e-mail at stephen_j_hoffman@fleet.com or
by telephone at (617) 434-6520 or to Phillip Lynch at phillip_lynch@fleet.com
or by telephone at (617) 434-8843. 




If you are in agreement with this amendment, please indicate your consent
by signing in the space below provided for your signature.  Please fax your signature page to me at
(617) 434-3652 by the close of business on Monday, August 19, 2002.  In addition, please send your three original
signature pages to me via overnight mail for delivery by Tuesday at 100 Federal
Street, Mail Stop: MA DE 10008A, Boston, Massachusetts  02110.  The signatures of the Required Lenders and the Companies hereto shall be
sufficient to effect the amendment to the Credit Agreements described herein,
effective as of August 19, 2002.  Thank
you for your prompt attention and cooperation.




                       
Agreed to
and acknowledged as of August                        
19,
2002 by:




FLEET NATIONAL BANK, as Agent and as a Lender under each of the
above-referenced Credit Agreements






By:    /S/  STEPHEN J. HOFFMAN


     Name:  Stephen J.
Hoffman


     Title:    Vice
President




PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent and as a
Lender under each of the above-referenced Credit Agreements






By:    /S/  JANIS L. TUCKER


     Name:  Janis L. Tucker


     Title:    Vice
President




FIRST UNION NATIONAL BANK, as Documentation Agent and as a Lender
under each of the above-referenced Credit Agreements






By:  /S/  JEFFREY R. STOTTLER


     Name:  Jeffrey R.
Stottler


     Title:






BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
as a Lender under each of the above-referenced Credit Agreements




By:  /S/  NICHOLAS R. BATTISTA


     Name:  Nicholas R. Battista


      Title:  VP and Manager




CITIZENS BANK, as a Lender under each of the above-referenced
Credit Agreements




By:  /S/  MICHAEL OVELLET


      Name:  Michael Ovellet


      Title:  Vice President




CIBC INC., as a Lender under each of the above-referenced Credit
Agreements




By:  /S/  NORA Q. CATIIS


      Name:  Nora Q. Catiis


      Title:  Authorized Signatory




MELLON BANK, N.A., as a Lender under each
of the above-referenced Credit Agreements




By:  /S/  CHARLES E.
FRANKENBERRY


      Name:  Charles E. Frankenberry


      Title:  Vice President




NUI CORPORATION




By:  /S/  ROBERT F. LURIE


      Name:  Robert F. Lurie


      Title:  Vice President, Corporate


                
Development & Treasurer




NUI UTILITIES, INC.






By:  /S/  JAMES R. VAN HORN


      Name:  James R. Van Horn


      Title:   Secretary