EXHIBIT 10.6

NUICorporation

___________________________________

First Amendment and Waiver

Dated as ofFebruary 20, 2003

to

NotePurchase Agreement

Dated as ofAugust 20, 2001

___________________________________

Re: $5,000,000 6.60% Senior Notes, Series A,due August 20, 2006$15,000,000 6.884% Senior Notes, Series B, due August 20, 2008$7,000,000 6.884% Senior Notes, Series C, due August 20, 2011

and

$33,000,000 7.29% Senior Notes, Series D, due August 20, 2011

FirstAmendment and Waiver to Note Purchase Agreement

**This First Amendment and Waiver**dated as of February 20, 2003 (the or this *"First Amendment"*) to the Note Purchase Agreement dated as ofAugust 20, 2001 is among the undersigned, NUI Corporation, a New Jersey corporation (the *"Company"*), and each of the institutionswhich is a signatory to this First Amendment (collectively, the *Noteholders"*).  

Recitals:

            A.     The Company and each of the Noteholdershave heretofore entered into the Note Purchase Agreement dated as ofAugust 20, 2001 (the *"NoteAgreement"*).  The Company hasheretofore issued (i) $5,000,000 aggregate principal amount of its 6.60%Senior Notes, Series A, due August 20, 2006 (the *"Series ANotes"*), (ii) $15,000,000 aggregate principal amount of its 6.884%Senior Notes, Series B, due August 20, 2008 (the *"Series BNotes"*), (iii) $7,000,000 aggregate principal amount of its 6.884%Senior Notes, Series C, due August 20, 2011 (the *"Series CNotes"*)and(iv) $33,000,000aggregateprincipal amount of its 7.29% Senior Notes, Series D, due August 20,2011 (the *"Series D Notes"*, theSeries A Notes, Series B Notes, Series C Notes and Series DNotes are hereinafter collectively referred to as the *"Notes"*). 

            B.     The Company and the Noteholders now desireto amend the Note Agreement in the respects, but only in the respects,hereinafter set forth.

            C.     Capitalized terms used herein shall havethe respective meanings ascribed thereto in the Note Agreement unless hereindefined or the context shall otherwise require.

            D.     All requirements of law have been fullycomplied with and all other acts and things necessary to make this FirstAmendment a valid, legal and binding instrument according to its terms for thepurposes herein expressed have been done or performed.

Now, therefore,upon the full and complete satisfaction of the conditions precedent to theeffectiveness of this First Amendment set forth in Section 3 hereof, andin consideration of good and valuable consideration the receipt and sufficiencyof which is hereby acknowledged, the Company and the Noteholders do herebyagree as follows:

Section 1.        Amendments.

          *Section 1.1.     Amendment to Section 1.*  Section 1 of the Note Agreement shall be and is herebyamended by (a) adding the phrase "; AdjustedInterest Rate" after the word "Notes"in the section heading of Section 1 of the Note Agreement and(b) adding the phrase *"Section 1.1."*before the first occurrence of the word "The" appearing in the first sentenceof Section 1 of the Note Agreement.

          *Section 1.2.     New Section 1.2.*  Thefollowing shall be added as a new Section 1.2 to the Note Agreement:

            "*Section1.2.    Interest Rate Adjustments.*Notwithstanding the express terms contained in this Agreement or the Notes inthe respective forms attached as Exhibits 1‐A, 1‐B, 1‐Cand 1‐D hereto, but subject to Section 9.10 hereof, on April 1,2003 (a) the interest rate applicable to the Series A Notes shallincrease from 6.60% to 7.10% and all references to the interest rates of 6.60%and 8.60% appearing in this Agreement and the Series A Notes shall bechanged to 7.10% and 9.10%, respectively, (b) the interest rate applicableto the Series B Notes shall increase from 6.884% to 7.384% and allreferences to the interest rates of 6.884% and 8.884% appearing in thisAgreement and the Series B Notes shall be changed to 7.384% and 9.384%,respectively, (c) the interest rate applicable to the Series C Notesshall increase from 6.884% to 7.384% and all references to the interest ratesof 6.884% and 8.884% appearing in this Agreement and the Series C Notesshall be changed to 7.384% and 9.384%, respectively and (d) the interestrate applicable to the Series D Notes shall increase from 7.29% to 7.79%and all references to the interest rates of 7.29% and 9.29% appearing in thisAgreement and the Series D Notes shall be changed to 7.79% and 9.79%,respectively. Subject to Section 9.10 hereof, such increases shall applyfrom April 1, 2003 to the respective maturity of each of the Notes.  The Company further agrees that it shallpromptly take all other actions as shall be reasonably requested by any holderof the Notes to reflect such increase in the interest rate applicable to theNotes, including, without limitation, the issuance of new Notes reflecting theincreased interest rates."

          *Section 1.3.*     *Amendment to Section7.1(b)(ii)*.  Section 7.1(b)(ii)of the Note Agreement shall be and is hereby amended in its entirety to read asfollows:

             "(ii)      consolidated and consolidating statementsof income of the Company and its Subsidiaries, and consolidated changes in shareholders'equity and cash flows of the Company and its Subsidiaries, for such FiscalYear,"

*          Section 1.4.*     *NewSections 9.9 and 9.10*.  Thefollowing shall be added as new Sections 9.9 and 9.10 to the NoteAgreement:

*       *"*Section 9.9.     Subsidiary Guarantors*.  Subject to Section  9.10 hereof, the Company will causeeach Subsidiary (whether existing or newly acquired) that delivers a Guaranty,or otherwise becomes obligated in any manner (including, without limitation, asa co‐obligor with the Company) (each, a *"Bank Guaranty"*), to any holder of any Indebtedness of the Companyoutstanding under the Company Credit Agreement (or under any credit facility orother Indebtedness instrument replacing all or part of the Company CreditAgreement) (each such Subsidiary, a *"SubsidiaryGuarantor"*) to concurrently enter into a guaranty agreement, in form and substance satisfactory to the Required Holders(each, a *"Subsidiary Note Guaranty"*),pursuant to which such Subsidiary Guarantor shall guarantee the promptpayment when due (whether at maturity, by acceleration or otherwise) of theprincipal of all of the Notes and of the interest and the Make-Whole Amount, ifany, thereon and the full and prompt performance and compliance by the Companywith each of its other obligations under the Note Agreement and the Notes, and,concurrently therewith, the Company shall cause thelenders under such Company Credit Agreement to enter into an intercreditoragreement with the holders of the Notes in form and substance reasonablysatisfactory to the lenders under such Company Credit Agreement and theRequired Holders (the *"IntercreditorAgreement"*) with respect to the obligations of such Subsidiary Guarantor tothe Banks and the holders of the Notes providing for, *inter alia,* the pro rata sharing of any proceeds received by thelenders under such Company Credit Agreement or the holders of the Notes underany Bank Guaranty or Subsidiary Note Guaranty.  Within three Business Days after entering into the SubsidiaryNote Guaranty and the Intercreditor Agreement, the Company shall deliver toeach of the holders of the Notes the following items:

              (a)      an executed counterpart of such SubsidiaryNote Guaranty;

              (b)      an executed counterpart of suchIntercreditor Agreement;

              (c)      a certificate signed by the President, aVice President or another authorized officer of such Subsidiary Guarantormaking representations and warranties to the effect of those contained inSections 5.1, 5.2, 5.6 and 5.7, but with respect to such SubsidiaryGuarantor and the Subsidiary Note Guaranty, as applicable;

              (d)      such documents and evidence with respectto such Subsidiary Guarantor as any holder of the Notes may reasonably requestin order to establish the existence and good standing of such SubsidiaryGuarantor and the authorization of the transactions contemplated by theSubsidiary Note Guaranty; and

              (e)      an opinion of internal legal counsel tothe Company to the effect that the Subsidiary Note Guaranty has been dulyauthorized, executed and delivered and constitutes the legal, valid and bindingcontract and agreement of such Subsidiary Guarantor enforceable in accordancewith its terms, except as an enforcement of such terms may be limited bybankruptcy, insolvency, reorganization, moratorium and similar laws affectingthe enforcement of creditors' rights generally and by general equitableprinciples.

*        Section 9.10.     Effectiveness of Sections 1.2 and 9.9; BankConsent.* (a)* *Sections 1.2 and 9.9 hereof shall only be and becomeeffective on and after receipt by the Company of written consent from theRequired Lenders (as defined in the Company Credit Agreement) or of the Agent(as defined in the Company Credit Agreement) with the written consent of theRequired Lenders.

              (b)      On or before April 1, 2003, the Companyshall (i) obtain the written consent of the Required Lenders (as definedin the Company Credit Agreement) or of the Agent (as defined in the CompanyCredit Agreement) with the written consent of the Required Lenders, to theprovisions of Section 1.2 and 9.9 hereof, and shall send a copy of suchwritten consent to each of the holders of the Notes, (ii) acknowledge inwriting to each of the holders of the Notes that the written consent obtainedunder clause (i) of this Section 9.10(b) satisfies the requirementsof Section 9.10(a) and, therefore, Sections 1.2 and 9.9 hereof areeffective, and (iii) upon obtaining such written consent under clause (i)of this Section 9.10(b), comply with the terms of Section 9.9 hereofwith respect to any Subsidiary that has previously delivered a Bank Guaranty."

          *Section 1.5.*     *Amendment to Section 10.2*.  Section 10.2 of the Note Agreementshall be and is hereby amended in its entirety to read as follows:

*     *"*Section 10.2.     Fixed Charges Coverage Ratio*. * *The Company will not at anytime permit, for any period of four consecutive Fiscal Quarters ending on orafter September 30, 2002, the ratio of (a) the sum of(i) Consolidated Net Income for such period plus (ii) income taxesdeducted in determining such Consolidated Net Income plus(iii) Consolidated Fixed Charges for such period; to (b) ConsolidatedFixed Charges for such period to be less than 1.50 to 1.00."

          *Section 1.6.*     *Amendment to Section 10.3*.  Section 10.3 of the Note Agreementshall be and is hereby amended in its entirety to read as follows:

      "*Section10.3.     Leverage Ratio*. The Companywill not at any time permit the ratio of Consolidated Total Indebtedness toConsolidated Total Capitalization during any period specified below to exceedthe ratio set forth opposite such period:

| Period                                                                                                | Ratio           |
|-------------------------------------------------------------------------------------------------------|-----------------|
| March 1 of each year to and including August 31 of  such year:                                        | 0.65:1.00       |
| September 1 of each  year to and including February 28 (or 29, if applicable) of the following  year: | 0.70:1.00" |

          *Section 1.7.     Amendmentto Section 10.4(a).* Section 10.4(a) of the Note Agreement shall be and is herebyamended in its entirety to read as follows:

      "*Section 10.4.     Restricted Payments.*  (a) Except as hereinafter provided, theCompany will not:

               (i)      Declare or pay any dividends, either incash or property, on any shares of its capital stock of any class (exceptdividends or other distributions payable solely in shares of common stock ofthe Company); 

              (ii)      Directly or indirectly, or through anySubsidiary or Affiliate of the Company, purchase, redeem or retire any sharesof its capital stock of any class or any warrants, rights or options topurchase or acquire any shares of its capital stock (other than (i) inexchange for or out of the net cash proceeds to the Company from thesubstantially concurrent issue or sale of shares of common stock of the Companyor warrants, rights or options to purchase or acquire any shares of its commonstock or (ii) any of the foregoing with respect to capital stock,warrants, rights or options issued to employees, directors or agents of the Companypursuant to a benefit or compensation plan or agreement of the Company); or

             (iii)      Make any other payment or distribution,either directly or indirectly or through any Subsidiary or Affiliate of theCompany, in respect of its capital stock;

(such declarations or payments ofdividends, purchases, redemptions or retirements of capital stock and warrants,rights or options and all such other payments or distributions being hereincollectively called *"Restricted Payments"*),if at the time of such Restricted Payments and after giving effect thereto anyDefault or Event of Default shall have occurred and be continuing or theaggregate amount of all Restricted Payments made, paid or declared by theCompany since the date of the Closing to and including the date of the makingof the Restricted Payment in question would exceed the sum of(A) $20,000,000 *plus*(B) 100% of Consolidated Net Income for such period, beginning with thefirst Fiscal Year ending after the date of the Closing to and including thedate of the making of the Restricted Payment in question, computed on acumulative basis for said entire period (or if such Consolidated Net Income isa deficit figure, then *minus* 100% ofsuch deficit).  The Company will notdeclare any dividend which constitutes a Restricted Payment payable more than60 days after the date of declaration thereof."

          *Section 1.8.*     *Amendment to Clause (b) ofSection 10.5*.  Clause (b) ofSection 10.5 of the Note Agreement shall be and is hereby amended in itsentirety to read as follows:

*           *"(b)      (i) Investments of the Company and its RestrictedSubsidiaries existing as of the date of the Closing and described onSchedule 10.5 hereto and (ii) any Bank Guaranties;"

          *Section 1.9.*     *Amendment to Section 10.6*.  Section 10.6 of the Note Agreement shallbe and is hereby amended in its entirety to read as follows:

*     *"*Section 10.6.     Guaranties.*  TheCompany will not, and will not permit any Restricted Subsidiary to, become orbe liable in respect of any Guaranty, except (a) Guaranties by the Companywhich constitute Guaranties of obligations incurred by any RestrictedSubsidiary in compliance with the provisions of this Agreement and (b) anyBank Guaranties."

        *Section 1.10.*     *Amendmentto Section 10.7*.  Section 10.7of the Note Agreement shall be and is hereby amended in its entirety to read asfollows:

***     ***"*Section 10.7.     NoRestrictions on Dividends of Restricted Subsidiaries. *The Company will not, and will not permit any RestrictedSubsidiary (including without limitation, Virginia Gas Company, ElizabethtownGas Company and City Gas Company of Florida) to, enter into any agreement whichwould restrict any Restricted Subsidiary's ability or right to pay dividendsto, or make advances to or Investments in, the Company, except for:

              (a)      this Agreement, 

              (b)      any agreements as may be required pursuantto regulatory statutes, regulations or administrative orders,

              (c)      restrictions contained in the CompanyCredit Agreement, and any modification, amendment, renewal or replacementthereof, on the ability and right of Restricted Subsidiaries of the Company tomake advances to or Investments in the Company, other than loans and advancesby any Subsidiary Guarantor to the Company,

              (d)      restrictions contained in each of the NUIUtilities Credit Agreements, and any modification, amendment, renewal orreplacement thereof, on the ability and right of NUI Utilities, Inc. to makeadvances to or Investments in the Company,

              (e)      restrictions contained in the CompanyCredit Agreement, and any modification, amendment, renewal or replacementthereof, on the ability and right of Restricted Subsidiaries of the Company todeclare or make any dividend payment or other distribution of assets,properties, cash, rights, obligations or securities on account of any shares ofany class of equity interests of the Company or any such Restricted Subsidiary,or purchase, redeem or otherwise acquire for value (or permit any of suchRestricted Subsidiaries to do so) any shares of any class of equity interestsof the Company or any such Restricted Subsidiary or any warrants, rights oroptions to acquire any such shares, now or hereafter outstanding (suchdeclarations, payments, other distributions, purchases, redemptions, or otheracquisitions being herein called *"SubsidiaryRestricted Distributions"*), except that (i) NUI Utilities, Inc.,Virginia Gas Company, Elizabethtown Gas Company and City Gas Company of Floridaand any other Wholly-Owned Restricted Subsidiary of the Company shall bepermitted to declare and pay dividends to the Company, and any other RestrictedSubsidiary that is wholly owned by any other Restricted Subsidiary, shall bepermitted to declare and pay dividends to such other Restricted Subsidiary, and(ii) NUI/Caritrade International shall be permitted to declare and payratable dividends to its shareholders provided that it is a Subsidiary at thetime of such ratable dividend; *provided*,that (x) in the case of the Subsidiary Restricted Distributions underclause (ii) above, immediately after giving effect to such proposedSubsidiary Restricted Distributions, no Potential Default or Event of Default(each as defined in the Company Credit Agreement) would exist and (y) in thecase of all Subsidiary Restricted Distributions, no such payment shall violateany Governmental Rule (as defined in the Company Credit Agreement), and 

               (f)      restrictions contained in each of the NUIUtilities Credit Agreements, and any modification, amendment, renewal orreplacement of either thereof, on the ability and right of NUI Utilities, Inc.to declare or make any dividend payment or other distribution of assets,properties, cash, rights, obligations or securities on account of any shares ofany class of equity interests of NUI Utilities, Inc., or purchase, redeem orotherwise acquire for value any shares of any class of equity interests of NUIUtilities, Inc. or any warrants, rights or options to acquire any such shares,now or hereafter outstanding (such declarations, payments, other distributions,purchases, redemptions, or other acquisitions being herein called *"Restricted Distributions"*), *provided* that 

               (i)      on and before February 11, 2004, NUIUtilities, Inc. shall be permitted to declare or pay cash dividends to theCompany and purchase, redeem or otherwise acquire shares of its equityinterests or warrants, rights or options to acquire for consideration of anysuch shares, so long as (1) the aggregate of such Restricted Distributionsmade, paid or declared since February 12, 2003 would not exceed the lesserof $100,000,000 or retained earnings of NUI Utilities Inc. on the date of suchRestricted Distribution, (2) immediately after giving effect to any suchproposed Restricted Distributions, no Potential Default or Event of Default(each as defined in the respective NUI Utilities Credit Agreement) would existand (3) no such payment shall violate any Governmental Rule (as defined inthe respective NUI Utilities Credit Agreements), and

              (ii)      after February 11, 2004, NUIUtilities, Inc. shall be permitted to declare or pay cash dividends to theCompany and purchase, redeem or otherwise acquire shares of its equityinterests or warrants, rights or options to acquire for consideration of anysuch shares, so long as (1) such Restricted Distributions made, paid ordeclared would not exceed retained earnings of NUI Utilities Inc. on the dateof such Restricted Distribution, (2) immediately after giving effect toany such proposed Restricted Distributions, no Event of Default (each asdefined in the respective NUI Utilities Credit Agreement) would exist and (3) nosuch payment shall violate any Governmental Rule (as defined in the respectiveNUI Utilities Credit Agreements)."

        *Section 1.11.*     *Amendmentto Section 10.9*.  Section 10.9of the Note Agreement shall be and is hereby amended by (a) deleting theword "and" appearing at the end of clause (h) thereof, (b) deletingthe period appearing at the end of clause (i) thereof and replacing itwith the phrase "; and", and (c) adding the following as a newclause (j) following clause (i) of such Section:

             "(j)      Liens securing Indebtedness of the Companyand its Restricted Subsidiaries permitted by Section 10.10 incurred inconnection with sale/leaseback transactions, *provided* that (i) such Liens shall be created substantiallysimultaneously with such sale/leaseback transaction, (ii) such Liens do not atany time encumber any property other than the property leased, and (iii) suchLiens are not modified to secure other Indebtedness and the amount ofIndebtedness secured thereby is not increased."

        *Section 1.12.*     *Amendmentto Section 10.10*. Section 10.10 of the Note Agreement shall be and is hereby amendedin its entirety to read as follows:

    "*Section10.10.     Limitation on Sale andLeaseback. *The Company shall not,and shall not permit any of its Restricted Subsidiaries to, enter into anyarrangement with any Person (other than the Company or any RestrictedSubsidiary (other than Brokers)) providing for the leasing by the Company orany Restricted Subsidiary of real or personal property which has been or is tobe sold or transferred by the Company or such Restricted Subsidiary to suchPerson if such arrangement(s), individually or in the aggregate, involve(s)consideration exceeding $50,000,000."

        *Section 1.13.     New Section 10.11.* The following shall be added as a new Section 10.11 to the NoteAgreement:

    "*Section 10.11.     Priority Indebtedness.*  The Company will not at any time permitPriority Indebtedness to exceed the sum of (a) 40% of Consolidated Assetsat such time, plus (b) solely with respect to Priority Indebtednessincurred by the Company and its Restricted Subsidiaries to make seasonal gaspurchases, 10% of Consolidated Assets at such time, *provided*that there shall have been during the immediatelypreceding 12 months a period of at least 30 consecutive days on each of whichthere shall have been no Priority Indebtedness outstanding in excess of 40% ofConsolidated Assets."

        *Section 1.14.     Amendment to Section 11(c)*.    Clause (c)of Section 11 of the Note Agreement shall be and is hereby amended in itsentirety to read as follows:

            "(c)      the Company defaults in the performance ofor compliance with any term contained in Sections 7.1(d), 9.10, 10.2,10.3, 10.4, 10.6, 10.8, 10.9, 10.10 or 10.11; or"

        *Section 1.15.     Amendment to Section 11(f)*.     Clause (f)of Section 11 of the Note Agreement shall be and is hereby amended in itsentirety to read as follows:

            "(f)(i) the Company orany Subsidiary is in default (as principal or as guarantor or other surety) inthe payment of any principal of or premium or make-whole amount or interest onany Indebtedness that is outstanding in an aggregate principal amount exceeding$5,000,000 beyond any period of grace provided with respect thereto, or(ii) the Company or any Subsidiary is in default in the performance of orcompliance with any term of any evidence of any Indebtedness in an aggregateoutstanding principal amount exceeding $5,000,000 or of any mortgage, indentureor other agreement relating thereto or any other condition exists, and as aconsequence of such default or condition such Indebtedness has become, or hasbeen declared (or one or more Persons are entitled to declare such Indebtednessto be), due and payable before its stated maturity or before its regularlyscheduled dates of payment, or (iii) as a consequence of the occurrence orcontinuation of any event or condition (other than the passage of time or theright of the holder of Indebtedness to convert such Indebtedness into equityinterests), (x) the Company or any Subsidiary has become obligated topurchase or repay Indebtedness before its regular maturity or before itsregularly scheduled dates of payment in an aggregate outstanding principalamount exceeding $5,000,000, or (y) one or more Persons have the right torequire the Company or any Subsidiary so to purchase or repay such Indebtedness,or (iv) any Subsidiary Note Guaranty ceases to be binding on anySubsidiary Guarantor that is a party thereto, or is declared null and void, orthe validity or enforceability thereof is contested by the Company or anySubsidiary Guarantor or any Subsidiary Guarantor denies it has any or furtherliability under any Subsidiary Note Guaranty to which it is a party; or"

        *Section 1.16.     Amendment to Definitions.* The following defined terms as set forth in Schedule B to the NoteAgreement are hereby amended and restated in their entirety to read as follows:

*"ConsolidatedFixed Charges"* means for any period the sum of (a) Consolidated InterestExpense; (b) required amortization of Consolidated Total Indebtedness,determined on a Consolidated basis in accordance with GAAP, for the periodinvolved and discount or premium relating to any such Consolidated TotalIndebtedness for any period involved, whether expensed or capitalized; and (c)Consolidated Lease Expense, determined without duplication of items included inConsolidated Interest Expense, in each case of the Company and its RestrictedSubsidiaries.

"*Consolidated NetIncome'* shall mean for any period, net income of the Company and itsRestricted Subsidiaries, determined on a Consolidated basis in accordance withGAAP, without giving effect to (a) the one-time non-recurring lossesrecognized by the Company on or prior to September 30, 2002 in connection withthe discontinuance of TIC's operations pursuant to Statement of FinancialAccounting Standard No. 144, (b) the one-time non-cash goodwill impairmentloss in an amount of $32,900,000 (or $21,400,000 net of income taxes of$11,500,000) recognized by the Company (in the Fiscal Quarter ending December31, 2001) relating to its Subsidiary, TIC, pursuant to Statement of FinancialAccounting Standard No. 142, or (c) any non-cash gain, any non-cashloss, or any reversals or adjustments to, or failure to recognize, revenue dueto changes in applicable U.S. accounting rules and regulations in each case tothe extent reasonably acceptable to the Required Holders, including, withoutlimitation, due to the implementation, effective as of October 25, 2002, ofEITF 02-03 ("Issues Involved in Accounting for Derivative Contracts Heldfor Trading Purposes and Contracts Involved in Energy Trading and RiskManagement Activities"), the effects of which EITF implementation arehereby deemed acceptable to the Required Holders.

*"ConsolidatedTotal Capitalization"* means, as of any date of determination, the sum of(a) Consolidated Total Indebtedness plus (b) Consolidated Net Worth.

*"Indebtedness"*as applied to any Person means, without duplication, all liabilities of suchPerson for borrowed money (other than trade accounts payable arising in theordinary course of business consistent with past practices), direct orcontingent, whether evidenced by a bond, note, debenture or otherwise, allpreferred equity interests issued by such Person and which by the terms thereofcould be (at the request of the holders thereof or otherwise) subject tomandatory sinking fund payments, redemption or other acceleration at any timeduring the period ending one year after the final maturity of the Notes, andall obligations and liabilities in the nature of a capitalized leaseobligation, deferred purchase price arrangement (other than trade accountspayable in the ordinary course of business consistent with past practices),title retention device, letter of credit obligation, Reimbursement Obligation,Hedging Obligation, reimbursement agreement, Guaranty, obligations relating tosecuritization transactions, synthetic lease transactions and sale-leasebacktransactions.

*"Person"* meansany individual, partnership, corporation, trust, joint venture, bankingassociation, unincorporated organization or any other entity or enterprise orgovernment or department or agency thereof.

        *Section 1.17.     Deletion of Certain Definitions.*  Schedule B to the Note Agreement is hereby amended bydeleting the definitions of "Capital Leases", "Capital Lease Obligations", "InterestCharges" and "Lease Rentals" contained in Schedule B to the Note Agreement. 

        *Section 1.18.*     *AdditionalDefinitions. *The following shall beadded as new definitions in alphabetical order to Schedule B to the NoteAgreement: 

*"Bank Guaranty"*is defined in Section 9.9.

*"Company CreditAmendment*" means the Credit Agreement dated as of February 12, 2003among the Company, the financial institutions party thereto, as the Lendersthereunder, Fleet National Bank, as the Administrative Agent and Swingline Lender,Citizens Bank of Massachusetts and CIBC Inc., as Co‐Syndication Agents,and PNC Bank, National Association, as Documentation Agent.

*"Consolidated"*means, as to any two or more Persons, the consolidation of the accounts of suchPersons in accordance with GAAP.

*"ConsolidatedAssets"* means, at any time, the total assets of the Company and itsRestricted Subsidiaries which would be shown as assets on a consolidatedbalance sheet of the Company and its Restricted Subsidiaries as of such timeprepared in accordance with GAAP, after eliminating all amounts properlyattributable to minority interests, if any, in the stock and surplus ofRestricted Subsidiaries.

*"ConsolidatedInterest Expense"* means for any period the amount of interest expense, bothexpensed and capitalized, of the Company and its Restricted Subsidiaries,determined on a Consolidated basis in accordance with GAAP, for such period onthe aggregate principal amount of their Indebtedness, determined on aConsolidated basis in accordance with GAAP.

*"ConsolidatedLease Expense"* means for any period, the aggregate amount of fixed andcontingent rentals payable by the Company and its Restricted Subsidiaries,determined on a Consolidated basis in accordance with GAAP, for such periodwith respect to leases of real and personal property.

*"ConsolidatedTotal Indebtedness"* means all Indebtedness of the Company and itsRestricted Subsidiaries, determined on a Consolidated basis in accordance withGAAP, consistently applied.

*"HedgingObligations"* means, with respect to any Person, all liabilities of suchPerson under interest rate swap agreements, interest rate cap agreements andinterest rate collar agreements, and all other agreements or arrangementsdesigned to protect such Person against fluctuations in interest rates orcurrency exchange rates.

*"IntercreditorAgreement"* is defined in Section 9.9.

*"NUI UtilitiesCredit Agreements"* means (a) the Credit Agreement dated as ofFebruary 12, 2003 among NUI Utilities, Inc., the financial institutionsparty thereto, as the Lenders thereunder, Fleet National Bank, asAdministrative Agent and Swingline Lender, Citizens Bank of Massachusetts andCIBC Inc., as Co-Syndication Agents, and PNC Bank, National Association, asDocumentation Agent, and (b) the Credit Agreement dated as ofFebruary 12, 2003 among NUI Utilities, Inc., the financial institutionsparty thereto, as the Lenders thereunder, Fleet National Bank, as Agent, andFleet Securities, Inc., as Arranger.

*"PriorityIndebtedness"* means the sum of (a) all Indebtedness of the Companysecured by Liens, plus (b) all Indebtedness of Restricted Subsidiaries(except (i) Indebtedness held by the Company or any other RestrictedSubsidiary, and (ii) Indebtedness of any Restricted Subsidiary to thelenders under the Company Credit Agreement, *provided*that, in accordance with the terms and conditions of Section 9.9hereof, on and after April 1, 2003 (1) such Subsidiary Guarantor hasguaranteed the Notes pursuant to a valid and enforceable Subsidiary NoteGuaranty and (2) such lenders and the holders of the Notes have enteredinto a valid and enforceable Intercreditor Agreement with respect to theIndebtedness of such Restricted Subsidiary to such lenders and such holders).

*"ReimbursementObligation"* means the obligation of the Company under the Company CreditAgreement to reimburse the Issuing Bank (as defined in the Company CreditAgreement) for amounts drawn under letters of credit issued under the CompanyCredit Agreement.

*"SubsidiaryGuarantor"* is defined in Section 9.9.

*"Subsidiary NoteGuaranty"* is defined in Section 9.9.

*"TIC"* meansT.I.C. Enterprises, L.L.C.

Section 2.        Representations and Warranties of theCompany.

To induce the Noteholders to execute and deliver this FirstAmendment (which representations shall survive the execution and delivery ofthis First Amendment), the Company represents and warrants to the Noteholdersthat:

              (a)      this First Amendment has been dulyauthorized, executed and delivered by it and this First Amendment constitutesthe legal, valid and binding obligation, contract and agreement of the Companyenforceable against it in accordance with its terms, except as enforcement maybe limited by bankruptcy, insolvency, reorganization, moratorium or similarlaws or equitable principles relating to or limiting creditors' rightsgenerally;

              (b)      the Note Agreement, as amended by thisFirst Amendment, constitutes the legal, valid and binding obligation, contractand agreement of the Company enforceable against it in accordance with itsterms, except as enforcement may be limited by bankruptcy, insolvency,reorganization, moratorium or similar laws or equitable principles relating toor limiting creditors' rights generally;

              (c)      the execution, delivery and performance bythe Company of this First Amendment (i) has been duly authorized by allrequisite corporate action and, if required, shareholder action, (ii) doesnot require the consent or approval of any governmental or regulatory body oragency, and (iii) will not (A) violate (1) any provision of law,statute, rule or regulation or its Certificate of Incorporation or bylaws,(2) any order of any court or any rule, regulation or order of any otheragency or government binding upon it, or (3) any provision of any materialindenture, agreement or other instrument to which it is a party or by which itsproperties or assets are or may be bound, including, without limitation, theCompany Credit Agreement and each of the NUI Utilities Credit Agreements, or(B) result in a breach or constitute (alone or with due notice or lapse oftime or both) a default under any indenture, agreement or other instrumentreferred to in clause (iii)(A)(3) of this Section 2(c);

              (d)      as of the date hereof and after givingeffect to this First Amendment, no Default or Event of Default has occurredwhich is continuing; and

              (e)      all the representations and warrantiescontained in Section 5 of the Note Agreement are true and correct in allmaterial respects with the same force and effect as if made by the Company onand as of the date hereof.

Section 3.        Conditions to Effectiveness of ThisFirst Amendment.

            This FirstAmendment shall not become effective until, and shall become effective when,each and every one of the following conditions shall have been satisfied:

              (a)      executed counterparts of this FirstAmendment, duly executed by the Company and the holders of at least 51% of theoutstanding principal amount of the Notes, shall have been delivered to theNoteholders;

              (b)      the representations and warranties of theCompany set forth in Section 2 hereof are true and correct on and withrespect to the date hereof;

              (c)      the Company shall have paid all reasonablecosts and expenses incurred by the Noteholders in connection with theconsummation of the transactions contemplated by this First Amendment,including, without limitation, the reasonable fees and expenses of Chapman andCutler, special counsel to the Noteholders, which are reflected in statementsof such counsel rendered on or prior to the effective date of this FirstAmendment;

              (d)      in consideration of the agreement of theNoteholders to amend the Note Agreement as set forth in Section 1, eachNoteholder shall have received a fee equal to 0.50% of the unpaid principalamount of the Notes held by such Noteholder, whether or not such Noteholdershall have executed and delivered a counterpart to this First Amendment; and

              (e)      the Noteholders shall have received(i) the favorable opinion of internal legal counsel to the Company as tothe matters set forth in Sections 2(a), 2(b) and 2(c) hereof, whichopinion shall be in form and substance satisfactory to the Noteholders and(ii) the favorable opinion of White & Case LLP, special counsel to theCompany, that this First Amendment and the Note Agreement, as amended by thisFirst Amendment, constitute the legal, valid and binding obligations, contractsand agreements of the Company enforceable against it in accordance with theirrespective terms, except as enforcement may be limited by bankruptcy,insolvency, reorganization, moratorium or similar laws or equitable principlesrelating to or limiting creditors' rights generally (provided that indelivering such opinion, White & Case LLP may assume the enforceability ofthe Note Agreement).

Upon receipt of all of the foregoing, this First Amendmentshall become effective.

Section 4.        Waivers.

Upon and by virtue of this First Amendment becomingeffective as herein contemplated (a) all waivers of the Noteholderscontained in the letter dated January 24, 2003 and attached asExhibit A hereto shall remain effective through and includingFebruary 24, 2003 notwithstanding anything to the contrary contained insuch letter, (b) the failure of the Company to deliver to the Noteholdersstatements of cash flows of the Company and its Subsidiaries solely for thefiscal quarters ended March 31, 2002 and June 30, 2002 (as opposed tothe year-to-date cash flows for the periods ended on such dates (which havebeen delivered to the Noteholders)) as required by Section 7.1(a) of theNote Agreement which constitutes a Default under the Note Agreement shall bedeemed to be waived by the Noteholders, and (c) the failure of the Companyto deliver to the Noteholders on or before January 28, 2003 financialinformation for the Fiscal Year ended September 30, 2002 as required bySection 7.1(b) of the Note Agreement, which constitutes a Default underthe Note Agreement, shall be deemed to be waived by the Noteholders, it beingunderstood that the Company shall be required to deliver such financialinformation under this clause (c) to the Noteholders on or beforeMarch 15, 2003 and a failure to so deliver such financial information onor before such date shall be deemed a Default under Section 11(d) of theNote Agreement.  The Company understandsand agrees that the waivers contained in this Section 4 pertain only tothe Defaults herein described and to the extent so described and not to anyother Default or Event of Default which may exist under, or any other mattersarising in connection with, the Note Agreement or to any rights which theNoteholders have arising by virtue of any such other actions or matters.

Section 5.        Miscellaneous.

          *Section 5.1.*     *Construction*.  This First Amendment shall be construed inconnection with and as part of the Note Agreement, and except as modified andexpressly amended by this First Amendment, all terms, conditions and covenantscontained in the Note Agreement and the Notes are hereby ratified and shall beand remain in full force and effect.

          *Section 5.2.*     *Notices*.  Any and all notices, requests, certificatesand other instruments executed and delivered after the execution and deliveryof this First Amendment may refer to the Note Agreement without making specificreference to this First Amendment but nevertheless all such references shallinclude this First Amendment unless the context otherwise requires.

          *Section 5.3.*     *Captions*.  The descriptive headings of the variousSections or parts of this First Amendment are for convenience only and shallnot affect the meaning or construction of any of the provisions hereof.

          *Section 5.4.*     *Governing Law*.  This First Amendment shall be construed andenforced in accordance with, and the rights of the parties shall be governedby, the law of the State of New York excluding choice‐of‐lawprinciples of the law of such State that would require the application of thelaws of a jurisdiction other than such State.

          *Section 5.5.     Counterparts*.  The execution hereof by you shall constitute a contract betweenus for the uses and purposes hereinabove set forth, and this First Amendment maybe executed in any number of counterparts, each executed counterpartconstituting an original, but all together only one agreement.

In Witness Whereof,the Company and the Noteholders have caused this First Amendment to beexecuted, all as of the day and the year first above-written.

NUI Corporation

By:/s/ CHARLES N. GARBER       Treasurer

Accepted and Agreed to:

AIG Life Insurance Company

By:  AIG Global Investment Corp., investmentadvisor

By: /S/VICTORIA Y. CHIN            VicePresident

SunAmerica Life Insurance Company

By:  AIG Global Investment Corp., investmentadvisor

By: /S/VICTORIA Y. CHIN           Vice President

United of Omaha Life Insurance Company

By: /S/CURTIS R. CALDWELL             Vice President

Pacific Life and Annuity Company

By:  /S/ BERNARD J. DOUGHERTY             Assistant Vice President

By:  /S/ CATHY L. SCHWARTZ              Assistant Secretary

Pacific Life Insurance company

By:  /S/ BERNARD J. DOUGHERTY             Assistant Vice President

By:  /S/ CATHY L. SCHWARTZ             Assistant Secretary

Nationwide LifeInsurance Company of America (formerly Provident Mutual Life InsuranceCompany)

By:  /S/ MARK W. POEPPELMAN              Vice President

EXHIBITA

NUI Corporation

550Route 202-206

Bedminster,New Jersey  07921-0760

Waiver

Re:                   Note Purchase Agreement, dated as ofAugust 20, 2001

and

$5,000,000 6.60% Senior Notes, Series A, 

due August 20, 2006,

$15,000,000 6.884% Senior Notes, Series B,

due August 20, 2008,

$7,000,000 6.884% Senior Notes, Series C,

due August 20, 2011,

and

$33,000,000 7.29% Senior Notes, Series D,

Due August 20, 2011

Datedas ofJanuary 24, 2003

To the holdersof the Notes listed   on Schedule I attached hereto

Ladies and Gentlemen:

Reference is made to the Note Purchase Agreement, dated asof August 20, 2001 (as amended, supplemented or otherwise modified fromtime to time, the *"Note Agreement"),*pursuant to which NUI Corporation, a New Jersey corporation (the *"Company"),* has issued $5,000,000aggregate principal amount of its 6.60% Senior Notes, Series A, dueAugust 20, 2006; $15,000,000 aggregate principal amount of its 6.884%Senior Notes, Series B, due August 20, 2008; $7,000,000 aggregateprincipal amount of its 6.884% Senior Notes, Series C, due August 20,2011; and $33,000,000 aggregate principal amount of its 7.29% Senior Notes,Series D, due August 20, 2011 (collectively, the *"Notes"*).  You arehereinafter sometimes referred to as the *"Noteholders." *Capitalized terms used herein and nototherwise defined shall have the meanings given thereto in the Note Agreement.

The Company requests that you waive certain provisions ofthe Note Agreement in the respects, but only in the respects, hereinafter setforth.

All requirements of law have been fully complied with andall other acts and things necessary to make this Waiver a valid, legal andbinding instrument according to its terms for the purposes herein expressedhave been done or performed.

Now, therefore,in consideration of the premises and other good and sufficient consideration,the Company agrees with each of you as follows:

Section 1.        Descriptionof Defaults and Events of Default.

Defaults and Events of Default exist, and may exist on orprior to the Waiver Expiration Date, under certain provisions of the Note Agreementdescribed below (the *"Specified Defaults"*):

*          Section 1.1.     Fixed Charge Coverage Ratio; RestrictedPayments.*  As a result of(i) the Company's adoption of the Statement of Financial AccountingStandards No. 142, "Goodwill and Intangible Assets" in the first quarter of theFiscal Year ended September 30, 2002 and its resulting recognition of anon-cash goodwill impairment loss related to TIC Enterprises, LLC (*"TIC"*), a Subsidiary of the Company, inan amount of $32,900,000 (or $21,400,000 net of income taxes of $11,500,000)and (ii) the closure of certain business operations of TIC which causedthe Company to record (under Statement of Financial Accounting StandardsNo. 144, "Accounting for the Impairment or Disposal of Long-LivedAssets,") a net loss for discontinued operations of $9,200,000 for thenine-month period ended June 30, 2002, from and after December 31,2001, through and including the Waiver Expiration Date (as defined inSection 3.2), the Fixed Charge Coverage Ratio was and will be less thanthe Fixed Charged Coverage Ratio of 1.75 to 1 required under Section 10.2of the Note Agreement. 

*          Section 1.2.     Limitation on Sale and Leaseback.* The Company has completed an $8,600,000 saleand leaseback of certain gas meters at its City Gas unit (a subsidiary of NUIUtilities, Inc.) at a cost of less than 5% per annum fixed interest rate for aterm of 11 years.  Such sale andleaseback is prohibited under Section 10.10 of the Note Agreement andcertain Liens entered into by the Company in connection therewith may beprohibited under Section 10.9 of the Note Agreement.

*          Section 1.3.     Restrictions on Dividends of RestrictedSubsidiaries.* The Credit Agreementdated as of December 19, 2001 (the *"CompanyCredit Agreement"*) among the Company, the financial institutions partythereto, Fleet National Bank, as the Agent, PNC Bank, National Association, asthe Syndication Agent, and First Union National Bank, as the DocumentationAgent, and the Credit Agreement dated as of December 19, 2001 (the *"NUI Utilities Credit Agreement"*) amongNUI Utilities, Inc., the financial institutions party thereto, Fleet NationalBank, as the Agent, PNC Bank, National Association, as the Syndication Agent,and First Union National Bank, as the Documentation Agent, contain restrictionson the ability and right of certain Restricted Subsidiaries of the Company (notincluding Virginia Gas Company, Elizabethtown Gas Company and City Gas Companyof Florida) to pay dividends to the Company and restrictions on the ability andright of certain Restricted Subsidiaries of the Company to make advances to orInvestments in the Company.  Suchrestrictions contained in the Company Credit Agreement and the NUI UtilitiesCredit Agreement are prohibited under Section 10.7 of the NoteAgreement.  

*          Section 1.4.     Financial Information.* (a) The Company has delivered to each ofthe Noteholders quarterly consolidated year-to-date statements of cash flows ofthe Company and its Subsidiaries as of the end of the fiscal quarters endedMarch 31, 2002 and June 30, 2002, but has not delivered to theNoteholders statements of cash flows of the Company and its Subsidiaries solelyfor such fiscal quarters as required by Section 7.1(a) of the NoteAgreement. 

           (b)     The Company has indicated that thefinancial information for the Fiscal Year ended September 30, 2002required to be delivered to the Noteholders under Section 7.1(b) of theNote Agreement will not be delivered on or before January 28, 2003, whichwould be a violation of Section 7.1(b).

Section 2.        Waiver.

Subject to the term and conditions herein set forth, theNoteholders hereby waive the Specified Defaults.

Section 3.        Conditionsand Terms of and Limitations on Waiver.

*          Section 3.1.     Effective Date of Waiver. *This Waiver shall be effective from andafter the date on which the Company and the holders of at least 51% inaggregate principal amount of the Notes shall have executed this Waiver.

*          Section 3.2.     Expiration of Waiver*.  The parties hereto hereby agree that(a) this Waiver shall expire (the *"WaiverExpiration Date"*) and be of no further force or effect on the first tooccur of (i) February 24, 2003 and (ii) the occurrence of anyEvent of Default, other than the Specified Defaults herein described and waivedhereby, and (b) absent a further waiver by the Noteholders or an amendmentto the Note Agreement, on the Waiver Expiration Date the waiver containedherein shall terminate, the failure of the Company to be in compliance withSections 7.1, 10.2, 10.7, 10.9 and 10.10 of the Note Agreement shall constitutea Default and each Noteholder may avail itself of any of the remedies providedin the Note Agreement.

*          Section 3.3.     Effect of Waiver*.  This Waiver shall not extend to or affectany obligation not expressly waived hereby and the failure of any Noteholder toexercise any right with respect to any Specified Default shall operate as awaiver only to the extent expressly set forth herein.  This Waiver shall not impair any right consequent to any Defaultor Event of Default (including, without limitation, those Specified Defaultsreferred to in Section 1 above) which shall exist and continue upon theexpiration hereof.

Section 4.        Representationand Warranty of the Company.

To induce each Noteholder to execute and deliver thisWaiver, the Company represents and warrants to each Noteholder that, as of thedate hereof and after giving effect to this Waiver, no Default or Event ofDefault has occurred or is continuing.

Section 5.        Miscellaneous.

*          Section 5.1.     Counterparts*.  This Waiver may be executed in any number of counterparts, eachexecuted counterpart constituting an original, but all together only oneWaiver.

*          Section 5.2.     Headings*.  The headings of the sections of this Waiver are for purposes ofconvenience only and shall not be construed to affect the meaning or constructionof any of the provisions hereof.

*          Section 5.3.     Governing Law*.  This Waiver shall be governed by andconstrued in accordance with the laws of the State of New York.

*          Section 5.4.     References to Note Agreements. *Any and all notices, requests, certificatesand other instruments executed and delivered concurrently with or after theexecution of the Waiver may refer to the Note Agreement without making specificreference to this Waiver, but nevertheless all such references shall be deemedto include this Waiver unless the context shall otherwise require.

*          Section 5.5.     Ratification*.  Except to the extent hereby modified, amended or waived, the NoteAgreement is in all respects hereby ratified, confirmed and approved by theparties hereto.

In Witness Whereof, the parties hereto have caused thisWaiver to be executed all as of the day and year first written above.

NUICorporation

By:  /s/ CHARLES N. GARBER                Vice President - Finance & Treasurer

Accepted as of the date firstabove written.

AIGLife Insurance Company

By:  /S/ VICTORIA Y. CHIN                 Vice President

SunAmericaLife Insurance Company

By:  /S/ VICTORIA Y. CHIN                 Vice President

Unitedof Omaha Life Insurance Company

By:  /S/ CURTIS R.CALDWELL                 Vice President

By:  /S/ ELAINE M. HAVEN              Vice President

By:  /S/ CATHY L. SCHWARTZ            Assistant Secretary

PacificLife Insurance company

By:  /S/ ELAINE M. HAVENS             Vice President

By:  /S/ CATHY L. SCHWARTZ              Assistant Secretary

NationwideLife Insurance Company of America (formerly Provident Mutual LifeInsurance Company)

By:  /S/ THOMAS S.LEGGETT            Associate Vice President