FOURTH AMENDMENT TO CREDIT AGREEMENT

FOURTH AMENDMENT TO CREDIT AGREEMENT






            THIS FOURTH
AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as
of November 13, 2002, by and among NUI CORPORATION, a New Jersey corporation
(the "Borrower"); the lenders from time to time parties
thereto (collectively, the "Lenders" and each individually, a
"Lender"); FLEET NATIONAL BANK, as Agent for the
Lenders (in such capacity, with its successors and assigns, the "Agent");
PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent (in such capacity,
with its successors and assigns, the "Syndication Agent"); and
FIRST UNION NATIONAL BANK, as Documentation Agent (in such capacity,
with its successors and assigns, the "Documentation Agent"). 




RECITALS




            A.           
The Borrower, the Lenders, the
Agent, the Syndication Agent and the Documentation Agent are parties to that
certain Credit Agreement dated as of December 19, 2001, as amended through the
date hereof (the "Credit Agreement").  Capitalized terms used herein without
definition have the meanings assigned to them in the Credit Agreement.




            B.           
The Borrower has requested that the
Termination Date be extended from December 18, 2002 to February 12, 2003, with
pricing adjustments to be effective from and after December 19, 2002, all as
set forth below.




            C.           
The Lenders are willing to consent
to such amendments on the terms and conditions hereinafter set forth.




            NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:




I.            AMENDMENTS
TO CREDIT AGREEMENT.         Subject
to the satisfaction of each of the conditions set forth herein, the Credit
Agreement is hereby amended as follows:




A.            Extension
of Termination Date.  Section 1.1 of the Credit Agreement is amended by
deleting the definition of "Termination Date" set forth therein and
substituting the following:




"Termination Date"
means February 12, 2003, unless earlier terminated in accordance with the terms
hereof.




B.            Pricing.  




1.            Effective
December 19, 2002,the
definition of "Applicable Euro-Rate Margin" set forth in Section 1.1
of the Credit Agreement is amended by deleting the table set forth therein and
substituting the following:  




	
   

   Senior Unsecured Debt Rating

   	
   Applicable

   Euro-Rate Margin

   
	
  Level 1

  Greater than or equal to A-/A3

  	
  75.0

  
	
  Level 2

  BBB+/Baa1

  	
  85.0

  
	
  Level 3

  BBB/Baa2

  	
  95.0

  
	
  Level 4

  BBB-/Baa3

  	
  105.0

  
	
  Level 5

  Rated less than BBB-/Baa3

  	
  190.0

  





 2.            For the convenience of the parties,
the amendment of the table included in the definition of Facility Fee Rate
effected as of October 25, 2002 pursuant to the Third Amendment to Credit
Agreement among the parties executed on such date is set forth in its entirety below:




	
  Senior Unsecured Debt Rating

  	
  Facility Fee Rate

  
	
  Level 1

  Rated greater than or equal to A-/A3

  	
  12.5

  
	
  Level 2

  BBB+/Baa1

  	
  15.0

  
	
  Level 3

  BBB/Baa2

  	
  17.5

  
	
  Level 4

  BBB-/Baa3

  	
  20.0

  
	
  Level 5

  Rated less than BBB-/Baa3

  	
  35.0

  





II.            REDUCTION
OF COMMITMENTS.  Effective as of December 18,
2002, at the Borrower's request under Section 2.10 of the Credit Agreement,
the aggregate Commitments shall be permanently reduced from $80,000,000 to
$55,000,000.  Each Lender's Commitment,
after giving pro rata effect to such reduction, is set forth
opposite its name on the signature page hereto.




III.            REFERENCES
IN LOAN DOCUMENTS; CONFIRMATION.  All references to the "Credit Agreement" in
any Loan Documents shall, from and after the date hereof, refer to the Credit
Agreement as amended by this Amendment.  All Loan Documents heretofore executed by the Borrower shall remain in
full force and effect and, by the execution of this Amendment by the Borrower,
such Loan Documents are hereby ratified and affirmed.


 


IV.            REPRESENTATIONS,
WARRANTIES AND COVENANTS.  The Borrower
hereby represents and warrants to, and covenants and agrees with, the Agent and
the Lenders that:




            A.           
The execution and delivery of this
Amendment has been duly authorized by all requisite corporate action on the
part of the Borrower.




            B.           
The representations and warranties
of the Borrower and each of the Guarantors contained in the Credit Agreement
and the other Loan Documents are true and correct in all material respects on
and as of the date of this Amendment as though made at and as of such date,
except to the extent that such representations and warranties relate solely to
an earlier date.  Since the Closing
Date, no event or circumstance has occurred or existed which could reasonably
be expected to have Material Adverse Effect.  As of the date hereof, after giving effect to this Amendment, no
Potential Default or Event of Default has occurred and is continuing.




            C.           
Neither the Borrower, nor any of the
Guarantors, is required to obtain any consent, approval or authorization from,
or to file any declaration or statement with, any governmental instrumentality
or other agency or any other Person in connection with, or as a condition to,
the execution, delivery or performance of this Amendment by such party.




            D.           
This Amendment constitutes the
legal, valid and binding obligation of the Borrower, enforceable against it in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting the rights and remedies of creditors
generally or the application of principles of equity, whether in any action at
law or proceeding in equity.




V.            CONDITIONS.  
The
willingness of the Agent and the Lenders to amend the Credit Agreement is
subject to the satisfaction of the following conditions precedent:




            A.           
The Borrower shall have executed and
delivered to the Agent (or shall have caused to be executed and delivered to
the Agent by the appropriate persons) the following:




            1.           
On
or before the date hereof:




                       
(a)  This Amendment;




                       
(b)  The Confirmation of Guaranty executed by the Guarantors; and




            (c)  True and complete copies of (i) any required stockholders' and/or
directors' consents and (ii) any resolutions required for the due authorization
of the execution, delivery and performance by the Borrower of this Amendment,
certified by a duly authorized officer of the Borrower.




            2.           
Such other supporting documents and
certificates as the Agent, any Lender or their counsel may reasonably request
within the time period(s) reasonably designated by the Agent, such Lender or
their counsel.




            B.           
All legal matters incident to the
transactions hereby contemplated shall be reasonably satisfactory to the
Agent's counsel and to the Lenders' counsel.




VI.            MISCELLANEOUS.




            A.           
As provided in the Credit Agreement,
the Borrower agrees to reimburse the Agent upon demand for all reasonable fees
and disbursements of counsel to the Agent incurred in connection with the
preparation of this Amendment.




            B.           
This
Amendment shall be governed by, and construed in accordance with, the law of
the State of New Jersey.




            C.                   
This
Amendment may be executed by the parties hereto in several counterparts hereof
and by the different parties hereto on separate counterparts hereof, all of
which counterparts shall together constitute one and the same agreement.  Delivery of an executed signature page of
this Amendment by facsimile transmission shall be effective as an in-hand
delivery of an original executed counterpart hereof.


[The next
pages are the signature pages.]






IN WITNESS WHEREOF, the
parties hereto, intending to be legally bound hereby, 


have caused this Fourth Amendment to Credit Agreement
to be executed by their respective officers thereunto duly authorized as of the
date first written above.




ATTEST:                       
NUI CORPORATION




By: /S/  Joyce
M. Fajnor                                            
By:
/S/ Charles N. Garber




Name:  Joyce M.
Fajnor                                            
Name:
Charles N. Garber


 


Title:    Assistant Secretary                                             
Title: Vice President of Finance & Treasurer






By: /S/  Joyce
M. Fajnor                                            
By:
/S/ A. Mark Abramovic




Name:  Joyce M.
Fajnor                                            
Name:
A. Mark Abramovic


 


Title:    Assistant Secretary                                             
Title: Sr. VP, COO and CFO






FLEET
NATIONAL BANK,


in its capacity
as the Agent hereunder




By:  /S/  Stephen J. Hoffman


Name:   Stephen J. Hoffman


Title:     Director


 






IN WITNESS WHEREOF,
intending to be legally bound hereby, the undersigned Lender has caused this
Fourth Amendment to Credit Agreement by and among NUI CORPORATION, THE LENDERS
PARTY HERETO and FLEET NATIONAL BANK, as Agent, to be executed by its duly authorized officers as
of the date first above written.




Commitment
After Reduction:           
FLEET NATIONAL BANK

$11,000,000.00




Commitment Percentage:                       
By:  /S/  Stephen
J. Hoffman


            0.200000%    
Name:   Stephen J. Hoffman


            Title:    
Director














IN WITNESS WHEREOF,
intending to be legally bound hereby, the undersigned Lender has caused this
Fourth Amendment to Credit Agreement by and among NUI CORPORATION, THE LENDERS
PARTY HERETO and FLEET NATIONAL BANK, as Agent, to be executed by its duly authorized officers as
of the date first above written.




Commitment
After Reduction:           
PNC BANK, NATIONAL
ASSOCIATION


$9,777,777.78




Commitment Percentage:                       
By:     /S/  Michael Richards


            0.177778%    
Name:      Michael Richards


            Title:      
Vice
President

















IN WITNESS WHEREOF,
intending to be legally bound hereby, the undersigned Lender has caused this
Fourth Amendment to Credit Agreement by and among NUI CORPORATION, THE LENDERS
PARTY HERETO and FLEET NATIONAL BANK, as Agent, to be executed by its duly authorized officers as
of the date first above written.




Commitment
After Reduction:           
FIRST UNION NATIONAL BANK


$9,777,777.78




Commitment Percentage:                       
By:      /S/  Rotcher Watkins


            0.177778%    
Name:       Rotcher Watkins


            Title:       
Managing Director

















IN WITNESS WHEREOF,
intending to be legally bound hereby, the undersigned Lender has caused this
Fourth Amendment to Credit Agreement by and among NUI CORPORATION, THE LENDERS
PARTY HERETO and FLEET NATIONAL BANK, as Agent, to be executed by its duly authorized officers as
of the date first above written.




Commitment After Reduction:BANK OF TOKYO-MITSUBISHI
TRUST


            $7,333,333.33COMPANY




Commitment Percentage:


            0.133333%    
By:     /S/  J. William Rhodes


                       
Name:      J. William Rhodes


            Title:      
Vice
President

















IN WITNESS WHEREOF,
intending to be legally bound hereby, the undersigned Lender has caused this
Fourth Amendment to Credit Agreement by and among NUI CORPORATION, THE LENDERS
PARTY HERETO and FLEET NATIONAL BANK, as Agent, to be executed by its duly authorized officers as
of the date first above written.




Commitment
After Reduction:           
CITIZENS BANK


$7,333,333.33




Commitment Percentage:                       
By:     /S/   Michael Ovellet


            0.133333%    
Name:       Michel Ovellet


            Title:       
Vice
President

















IN WITNESS WHEREOF,
intending to be legally bound hereby, the undersigned Lender has caused this
Fourth Amendment to Credit Agreement by and among NUI CORPORATION, THE LENDERS
PARTY HERETO and FLEET NATIONAL BANK, as Agent, to be executed by its duly authorized officers as
of the date first above written.




Commitment After Reduction:           
CIBC INC.


$6,111,111.11




Commitment Percentage:                       
By:      /S/  George Knight


            0.111111%    
Name:       George Knight


            Title:        
Managing Director


                                                                                       
CIBC World Markets Corp as Agent















IN WITNESS WHEREOF,
intending to be legally bound hereby, the undersigned Lender has caused this
Fourth Amendment to Credit Agreement by and among NUI CORPORATION, THE LENDERS
PARTY HERETO and FLEET NATIONAL BANK, as Agent, to be executed by its duly authorized officers as
of the date first above written.




Commitment
After Reduction:           
MELLON BANK, N.A.


            $3,666,666.67




Commitment Percentage:                       
By:      /S/  Roger N. Stanier


            0.066667%    
Name:       Roger N. Stanier


            Title:        
Vice President











CONFIRMATION
OF GUARANTY




            Each of the undersigned Guarantors
hereby joins in the execution of the foregoing Fourth Amendment to Credit
Agreement, dated November 13, 2002 and effective as of December 19, 2002 (the
"Amendment"), to which this Confirmation of Guaranty is
attached (1) to confirm its consent, to the extent required, to all of the
transactions contemplated by the Amendment and (2) to confirm and ratify its
Guaranty Agreement (the "Guaranty") entered into as required
under such Credit Agreement, dated as of December 19, 2001, in favor of the
Agent on behalf of the Lenders, which Guaranty remains in full force and
effect.  Capitalized terms used herein
without definition have the meanings assigned to them in the Credit Agreement,
as amended.




Each of the undersigned Guarantors hereby agrees that
the representations and warranties contained in the Credit Agreement and the
other Loan Documents with respect to the undersigned are true and correct in
all material respects on and as of the date hereof as though made at and as of
such date, except
to the extent that such representations and warranties expressly relate to an
earlier date.  Since the Closing Date, no event or circumstance has
occurred or exists which could reasonably be expected to have Material Adverse
Effect.  As of the date hereof and after
giving effect to the Amendment, no Potential Default or Event of Default has
occurred and is continuing.




                                                                            
NUI
CAPITAL CORP.






                                                                            
By:    /S/  Charles N. Garber


               
Title:
Treasurer






                                                                            
By:    /S/  A. Mark Abramovic


               
Title:  Vice President






                                                                            
UTILITY
BUSINESS SERVICES, INC.






                                                                            
By:    /S/  Charles N. Garber


               
Title:
Treasurer






                                                                            
By:    /S/  A. Mark Abramovic


               
Title:
Vice President














                                                                            
NUI
ENERGY BROKERS, INC.






                                                                            
By:    /S/  Charles N. Garber


               
Title:
Treasurer






                                                                            
By:    /S/  A. Mark Abramovic


               
Title:
Vice President




                                                                            
NUI
ENERGY SOLUTIONS, INC.






                                                                            
By:    /S/  Patti Helfer


               
Title:  Treasurer






                                                                            
By:  /S/  Robert F. Lurie


               
Title:
President






                                                                            
NUI
ENVIRONMENTAL GROUP, INC.






                                                                            
By:    /S/  Charles N. Garber


               
Title:
Treasurer






                                                                            
By:    /S/  A. Mark Abramovic


               
Title:
Vice President






                                                                            
NUI
ENERGY, INC.






                                                                            
By:    /S/  Patti Helfer


               
Title:  Treasurer






                                                                            
By:  /S/  Robert F. Lurie


               
Title:
President










                                                                            
NUI INTERNATIONAL, INC.






                                                                            
By:    /S/  Charles N. Garber


               
Title:
Treasurer






                                                                            
By:    /S/  A. Mark Abramovic


               
Title:
Vice President






                                                                            
NUI
TELECOM, INC.






                                                                            
By:    /S/  Patti Helfer


               
Title:  Treasurer






                                                                            
By:  /S/  Robert F. Lurie


               
Title:
President








                                                                            
NUI SERVICE, INC.






                                                                            
By:    /S/  Charles N. Garber


               
Title:
Treasurer






                                                                            
By:    /S/  A. Mark Abramovic


               
Title:
Vice President






                                                                            
NUI SALES MANAGEMENT, INC.






                                                                            
By:    /S/  Charles N. Garber


               
Title:
Treasurer






                                                                            
By:    /S/  A. Mark Abramovic


               
Title:
Vice President






                                                                             T.I.C. ENTERPRISES, L.L.C.






                                                                            
By:    /S/  Charles N. Garber


               
Title:
Treasurer






                                                                            
By:    /S/  A. Mark Abramovic


               
Title:
Vice President