THIRD AMENDMENT TO CREDIT AGREEMENT



THIRD AMENDMENT TO CREDIT AGREEMENT






            THIS THIRD
AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
executed October 25, 2002, effective (unless otherwise indicated) as of
December 19, 2001, 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 certain
amendments to the Credit Agreement, all as set forth below.




            C.           
The Lenders signing below 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.            Fixed
Charge Coverage Ratio.  Section 5.3b of the Credit Agreement is amended to
read in its entirety as follows:




"5.3b           
Fixed Charge Coverage Ratio.  At no time permit, for any period of four
consecutive Fiscal Quarters ending on or after December 31, 2001, the ratio of
(i) the sum of (A) Consolidated Net Income for such period plus (B) income
taxes deducted in determining such Net Income plus (C) Consolidated Fixed
Charges for such period plus (D) the one-time non-cash goodwill impairment loss
recognized by the Borrower (in the Fiscal Quarter ending December 31, 2001)
relating to its Subsidiary, T.I.C. Enterprises, L.L.C. ("TIC"),
pursuant to SFAS 142 plus (E) the one-time non-recurring losses recognized by
the Borrower on or prior to September 30, 2002 in connection with the
discontinuance of TIC's operations pursuant to SFAS 144; to (ii) Consolidated
Fixed Charges for such period, to be less than the following:




	
  

  Four Fiscal Quarters Ending

  	
  Minimum
  Fixed Charge Coverage Ratio

  
	
  December
  31, 2001, March 31, 2002 and June 30, 2002

  	
  1.75:1.00

  
	
  September
  30, 2002 and thereafter

  	
  1.50:1.00

  





As
used herein, the terms SFAS 142 and SFAS 144 refer to Statement of Financial
Accounting Standard No. 142 and Statement of Financial Accounting Standard No.
144, respectively."




B.            Sale and Leaseback. 
Effective October [  ], 2002,
Section 5.19 of the Credit Agreement is hereby amended to read in its entirety
as follows:




"5.19           
Sale and Leaseback.  The Borrower shall not, and shall not permit
any of its Subsidiaries to, enter into any arrangement with any Person
providing for the leasing by the Borrower or any Subsidiary of real or personal
property which has been or is to be sold or transferred by the Borrower or such
Subsidiary to such Person if such arrangement(s), individually or in the
aggregate, involve(s) consideration exceeding $50,000,000."




C.            Senior Ratings; Pricing Revisions.  




1.            Effective
October [  ], 2002,Section
5.10 of the Credit Agreement is deleted and the following substituted therefor:




"5.10           
[Intentionally Omitted]."


 


2.            Effective October
[  ], 2002,the definition
of "Applicable Euro-Rate Margin" 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

  	
  52.5

  
	
  Level 2

  BBB+/Baa1

  	
  60.0

  
	
  Level 3

  BBB/Baa2

  	
  70.0

  
	
  Level 4

  BBB-/Baa3

  	
  80.0

  
	
  Level 5

  Rated
  less than BBB-/Baa3

  	
  190.0

  





            3.           
Effective
October [  ], 2002,the
definition of Facility Fee Rate is amended by deleting the table set forth
therein and substituting the following: 





	
  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

  





D.            Furnishing Information. 
Section 4.2 of the Credit Agreement is
hereby amended as follows:




1.            By
deleting the words "and consolidating" from clause (C) of subparagraph (i).




2.            By deleting the words "and
consolidating" from clauses (C) and (D) of subparagaph (ii).




3.            By deleting the word "Andersen" from
subparagraph (ii) thereof and substituting therefor "PricewaterhouseCoopers
LLP".




E.            Permitted Indebtedness Clarification. 
Section 5.13 of the Credit Agreement is
hereby amended by inserting at the beginning of subparagraph (d) thereof the
following:




"Indebtedness of NUI Utilities under the NUI Utilities
Credit Agreement, as amended, extended or otherwise modified in accordance with
its terms, and"




II.            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.


 


III.            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.




            


IV.            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.




V.            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 Third 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/  Carol
A. Sliker                                              
By: /S/ Charles N. Garber




Name:  Carol A.
Sliker                                              
Name:
Charles N. Garber


 


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












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
Third 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.




                        FLEET NATIONAL BANK


]




                        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
Third 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.




                        PNC BANK, NATIONAL
ASSOCIATION






                        By:    
/S/  Michael Richards


                        Name:      Michael Richards


                       
Title:       Vice
President





















IN WITNESS WHEREOF,
intending to be legally bound hereby, the undersigned Lender has caused this
Third 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.




                                                                        WACHOVIA
BANK, National Association


                        (f/k/a
FIRST
UNION NATIONAL BANK)






                        By:     
/S/  Rotcher Watkins


                        Name:       Rotcher Watkins


                       
Title:       
Managing Director





















IN WITNESS WHEREOF,
intending to be legally bound hereby, the undersigned Lender has caused this
Third 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.




                        BANK OF TOKYO-MITSUBISHI TRUST


                        COMPANY






                        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
Third 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.




                        CITIZENS BANK






                        By:    
/S/   Michael Ovellet


                        Name:       Michel Ovellet


                      
Title:        Vice
President





















IN WITNESS WHEREOF, intending
to be legally bound hereby, the undersigned Lender has caused this Third
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.




                        CIBC
INC.






                        By:     
/S/  Nora Q. Catiis


                        Name:       Nora Q. Catiis


                       
Title:        
Authorized Signatory



















IN WITNESS WHEREOF,
intending to be legally bound hereby, the undersigned Lender has caused this
Third 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.




                        MELLON BANK, N.A.


            




                        By:     
/S/  Roger N. Stanier


                        Name:       Roger N. Stanier


                       
Title:        
Vice President