EXHIBIT 10.5

Intercreditor Agreement

Dated as of April 1, 2003

among

Fleet National Bank

Citizens Bank of Massachusetts

CIBC Inc.

PNC Bank, National Association

and

Mellon Bank, N.A.

and

AIG Life Insurance Company

SunAmerica Life Insurance Company

United of Omaha Life Insurance Company

Pacific Life and Annuity Company

Pacific Life Insurance Company

and

Nationwide Life Insurance Company of America

Table of Contents

Section                  Heading                                                        Page

Parties                                                                                             1

Recitals                                                                                           1

Section 1............  Definitions...........                                                2

Section 2............ Sharing of Recoveries...........                                6

Section 3............ Agreements Among theCreditors...........              8

Section 3.1......    Independent Actions by Creditors.....                   8

Section 3.2......    Relation of Creditors.....                                       8

Section 3.3......    Acknowledgment of SubsidiaryAgreements.....     8

Section 3.4......    Additional Guarantors.....                                     9

Section 3.5......    Representations and Warranties.....                      9

Section 3.6         DefectiveClaims                                                  9

Section 4           AdditionalParties                                                 9

Section 5           Miscellaneous                                                    10

Section 5.1         EntireAgreement                                               10

Section 5.2        Notices                                                             10

Section 5.3         Successors andAssigns                                     10

Section 5.4        Consents, Amendment,Waivers                         10

Section 5.5       GoverningLaw                                                    11

Section 5.6      Counterparts                                                       11

Section 5.7       Severability                                                         11

SignaturePage                                                                            12

Schedule A -  ExistingNoteholder Subsidiary Agreements

Schedule B -  ExistingLender Subsidiary Agreements

Exhibit A   -   Formof Acknowledgment to Intercreditor Agreement for Successor Lenders under aSuccessor Credit Agreement

Exhibit B   -   Formof Acknowledgment to Intercreditor Agreement for Successor Noteholders under aSuccessor Note Purchase Agreement

Intercreditor Agreement

IntercreditorAgreement, (this *"Agreement"*) dated as of April 1, 2003 among Fleet National Bank, as AdministrativeAgent (in such capacity, *"Agent"*), Fleet National Bank, as Issuing Bank, Fleet National Bank, as SwinglineLender, and Fleet National Bank,as a Lender, Citizens Bank ofMassachusetts, as a Lender, CIBCInc., as a Lender, PNC Bank,National Association, as a Lender,and Mellon Bank, N.A., asa Lender (collectively, the *"Lenders"*)and AIG Life InsuranceCompany, SunAmerica Life Insurance Company, United of Omaha Life InsuranceCompany, Pacific Life and Annuity Company, Pacific Life Insurance Company andNationwide Life Insurance Company ofAmerica (formerly Provident Mutual Life Insurance Company)(collectively, the *"Noteholders"*; theNoteholders, the Agent, the Lenders and the Successor Creditors (as hereinafterdefined) are collectively referred to herein as the *"Creditors"*).

R e c i t a l s:

           A.     Under and pursuant to the Note PurchaseAgreement dated as of August 20, 2001, as amended by the First Amendmentand Waiver to Note Purchase Agreement, dated as of February 18, 2003 andthe Second Amendment to Note Purchase Agreement dated as of April 1, 2003(as so amended and as further amended or otherwise modified from time to time,the *"2001 Note Purchase Agreement"*),among NUI Corporation, a New Jersey corporation (the *"Company"*), and each of the Noteholders, the Company has issued andsold to the Noteholders  (i) $5,000,000 aggregate principal amount of its 6.60% SeniorNotes, Series A, due August 20,2006 (the *"Series A Notes"*),(ii) $15,000,000 aggregate principal amount of its 6.884% Senior Notes,Series B, due August 20, 2008 (the*"Series B Notes"*),(iii) $7,000,000 aggregate principal amount of its 6.884% Senior Notes,Series C, due August 20, 2011 (the*"Series C Notes"*)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 Note and Series DNotes are hereinafter collectively referred to as the *"2001 Notes"*).

           B.    Under and pursuant to that certain CreditAgreement dated as of February 12, 2003, as amended by the First Amendmentto Credit Agreement, dated on or about the date hereof (as so amended and asfurther amended or otherwise modified from time to time, the *"2003 Credit Agreement"*), among theCompany, the Agent and the Lenders, the Lenders have agreed, subject to theterms thereof, to make loans (the *"Loans"*)to the Company and/or issue or participate in letters of credit issued onbehalf of the Company (such Loans and any reimbursement obligations and undrawnamounts relating to letters of credit issued under the 2003 Credit Agreementbeing hereinafter collectively referred to as the *"2003 Credit Extensions"*).

            C.     In connection with the execution of the2003 Credit Agreement and as support for the 2003 Credit Extensions madethereunder, (i) NUI Capital Corp., (ii) UtilityBusiness Services, Inc., (iii) NUI Energy Brokers, Inc., (iv) NUI EnergySolutions, Inc., (v) NUI Environmental Group, Inc., (vi) NUI Energy, Inc.,(vii) NUI International, Inc., (viii) NUI Telecom, Inc., (ix) NUI Service, Inc.,(x) NUI Sales Management, Inc., (xi) T.I.C. Enterprises, L.L.C., (xii) NUIStorage, Inc., (xiii) NUI Saltville Storage, Inc., (xiv) NUI Richton Storage,Inc., (xv) Richton Gas Storage Co., LLC, (xvi) NUI Hungary, Inc. and (xvii) NUIUkraine, Inc., each of which is a subsidiary of the Company (togetherwith any other subsidiaries of the Company required from time to time toexecute and deliver a Subsidiary Agreement (as hereinafter defined) pursuant tothe provisions of the Note Purchase Agreements (as hereinafter defined) or theCredit Agreements (as hereinafter defined), collectively, the *"Subsidiary Guarantors"*), haveguaranteed to the Lenders the payment of the Loans and obligations relating tothe 2003 Credit Extensions and all other obligations of the Company arisingunder and in connection with the 2003 Credit Agreement and Hedging Obligationsunder a Guaranty dated as of February 12, 2003 (as such Guaranty may bemodified, amended, renewed or replaced, including any increase in the amountthereof, and together with any other guaranty executed and delivered from timeto time pursuant to the provisions of the 2003 Credit Agreement, collectively,the *"2003 Lender Subsidiary Agreements"*).

            D.        Each Subsidiary Guarantor has enteredinto a Subsidiary Note Guaranty dated as of April 1, 2003 (as suchSubsidiary Note Guaranty may be modified, amended, renewed or replaced,including any increase in the amount thereof, and together with any otherguaranty executed and delivered from time to time pursuant to the provisions ofthe 2001 Note Purchase Agreement, collectively, the *"Noteholder Subsidiary Agreements"*) pursuant to which eachSubsidiary Guarantor has guaranteed to the Noteholders the payment of theprincipal of, premium, if any, and interest on the 2001 Notes and the paymentof all other obligations of the Company arising under and in connection withthe 2001 Note Purchase Agreement.

            E.     It is contemplated that the Lenders, theNoteholders or other financial institutions may enter into one or moreagreements with the Company either extending or refinancing all or any portionof the Subject Obligations (as hereinafter defined) or making additionalextensions of credit, which would be guaranteed by the Subsidiary Guarantors.

            F.     In consideration of the mutual benefit tobe provided hereby and intending to be legally bound, the Agent, the Lendersand the Noteholders have agreed to enter into this Agreement.

Now, Therefore,in consideration of the premises and other good and valuable consideration, thesufficiency and receipt of which are hereby acknowledged, the parties heretohereby agree as follows:

Section 1.        Definitions.

The following terms shall have the meanings assigned tothem below in this Section 1 or in the provisions of this Agreementreferred to below:

*"BankruptcyProceeding"* shall mean, with respect to any person, a general assignment ofsuch person for the benefit of its creditors, or the institution by or againstsuch person of any proceeding seeking relief as debtor, or seeking toadjudicate such person as bankrupt or insolvent, or seeking reorganization,arrangement, adjustment or composition of such person or its debts, under anylaw relating to bankruptcy, insolvency, reorganization or relief of debtors, orseeking appointment of a receiver, trustee, custodian or other similar officialfor such person or for any substantial part of its property.

*"Company"* shallhave the meaning assigned thereto in the Recitals hereof.

*"Credit Agreements"*shall mean the 2003 Credit Agreement and any Successor Credit Agreements.

*"Credit Extensions"*shall mean the 2003 Credit Extensions and any Successor Credit Extensions.

*"Creditor"* shallhave the meaning assigned thereto in the introductory paragraph hereto.

*"Excess SubjectPayment"*shall mean as to any Creditor an amount equal to (a) theSubject Payment received by such Creditor *less*(b) the sum of (i) the Pro Rata Share of Subject Payments to whichsuch Creditor is then entitled *plus*(ii) all reasonable costs incurred by such Creditor in connection with thecollection of such Subject Payment.

*"Federal FundsEffective Rate"* means, for any day, the rate per annum (based on a year of360 days and the actual days elapsed and rounded upward to the nearest 1/100thof 1%) announced by the Federal Reserve Bank of New York (or any successor) onsuch day as being the weighted average of the rates on overnight federal fundstransactions arranged by federal funds brokers on the previous trading day, ascomputed and announced by the Federal Reserve Bank of New York (or anysuccessor) in substantially the same manner as such Federal Reserve Bank of NewYork computes and announces the weighted average it refers to as the "FederalFunds Effective Rate" as of the date of this Agreement; *provided*, if such Federal Reserve Bank of New York (or itssuccessor) does not announce such rate on any day, the "Federal Funds EffectiveRate" for such day shall be the Federal Funds Effective Rate for the last dayfor which such rate was announced.

*"Hedging Obligations"*shall mean, with respect to any Person, all liabilities of such Personunder interest rate swap agreements, interest rate cap agreements and interestrate collar agreements, and all other agreements or arrangements designed toprotect such Person against fluctuations in interest rates or currency exchangerates.

*"Lender"* shallhave the meaning assigned thereto in the introductory paragraph hereto.

*"Loans"* shallhave the meaning assigned thereto in the Recitals hereof.

*"New CreditAgreement"* shall mean any replacement, refinancing or restructuring of the2003 Credit Agreement and any additional credit agreement entered into by theCompany with lenders pursuant to which such lenders make available to theCompany credit facilities which are pari passu with the existing SubjectObligations and guaranteed by the Subsidiary Guarantors.

*"New Note PurchaseAgreement"* shall mean any replacement, refinancing or restructuring of the2001 Note Purchase Agreement and any additional note purchase agreement enteredinto by the Company with institutional investors pursuant to which the Companyissues and sells to such institutional investors senior notes to be *pari passu*with the existing SubjectObligations and benefiting ratably with the existing Subject Obligations andguaranteed by the Subsidiary Guarantors.

*"Note PurchaseAgreements"* shall mean the 2001 Note Purchase Agreement and any SuccessorNote Purchase Agreements.

*"Noteholder"*shall have the meaning assigned thereto in the introductory paragraph hereto.

*"Notes"* shallmean the 2001 Notes and any Successor Notes. 

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

*"Pro Rata Share ofSubject Payments"*shall mean as of the date of any Subject Payment to aCreditor under a Subsidiary Agreement or the date on which a Creditor hasexercised its right of set-off or banker's lien, as applicable, against anydeposit, credit or property of a Subsidiary Guarantor, in each case pursuant toSection 2, an amount equal to the product obtained by multiplying (a) theamount of all Subject Payments made to all Creditors concurrently with suchSubject Payment to such Creditor*less*all reasonable costs incurred by the Creditors in connection with thecollection of all such Subject Payments, by (b) a fraction, the numeratorof which shall be the Specified Amount owing to such Creditor, and thedenominator of which is the aggregate amount of all outstanding SubjectObligations (without giving effect in the numerator or the denominator to theapplication of any such Subject Payments). 

*"Receiving Creditor"*shall have the meaning assigned thereto in Section 2.

*"Specified Amount"*shall mean as to any Creditor the aggregate amount of the Subject Obligationsowed to such Creditor.

*"Subject Obligations"*shall mean all principal of, premium, if any, fees and interest on, the Notesand the Credit Extensions, and all other obligations of the Company under or inrespect of the Notes and the Credit Extensions and under the Note PurchaseAgreements and the Credit Agreements and any other obligations of the Companyto any of the Creditors which are guaranteed pursuant to the SubsidiaryAgreements.

*"Subject Payment"*shall have the meaning assigned thereto in Section 2.

*"SubsidiaryAgreements"* shall mean the 2003 Lender Subsidiary Agreements, the 2003Noteholder Subsidiary Agreements, any Successor Lender Subsidiary Agreementsand any Successor Noteholder Subsidiary Agreements**.**

*"SubsidiaryGuarantors"* shall have the meaning assigned thereto in the Recitals hereof.

*"Successor CreditAgreement"* shall mean any New Credit Agreement; *provided*that each lender thereunder or an agent acting on behalfof all such lenders has executed an acknowledgment to this Agreement in theform attached hereto as Exhibit A in order to share ratably with theexisting Creditors the Subsidiary Agreements (including, without limitation,the related Successor Lender Subsidiary Agreements).

*"Successor CreditExtensions"* shall mean any Successor Loans and any reimbursementobligations and undrawn amounts relating to letters of credit issued under anySuccessor Credit Agreements.

*"Successor Creditors"*shall mean the Successor Lenders and Successor Noteholders.

*"Successor LenderSubsidiary Agreements"* shall mean any guaranties entered into by theSubsidiary Guarantors for the benefit of the Successor Lenders guaranteeing theobligations of the Company under the Successor Credit Agreements.

*"Successor Lenders"*shall mean any lenders which are parties to any Successor Credit Agreement.

*"Successor Loans"*shall mean all loans to the Company under any Successor Credit Agreements.

*"Successor NotePurchase Agreement"* shall mean any New Note Purchase Agreement; *provided*that each institutionalinvestor thereunder has executed an acknowledgment to this Agreement in theform attached hereto as Exhibit B in order to share ratably with theexisting Creditors the Subsidiary Agreements (including, without limitation,the related Successor Noteholder Subsidiary Agreements).

*"Successor NoteholderSubsidiary Agreements"* shall mean any guaranties entered into by theSubsidiary Guarantors for the benefit of the Successor Noteholders guaranteeingthe obligations of the Company under the Successor Note Purchase Agreements.

*"SuccessorNoteholders"* shall mean any noteholders which are parties to any SuccessorNote Purchase Agreements.

*"Successor Notes"*shall mean any senior notes issued under any Successor Note PurchaseAgreements.

*"2001 Note PurchaseAgreement"* shall have the meaning assigned thereto in the Recitals hereof.

*"2001 Notes"*shall have the meaning assigned thereto in the Recitals hereof. 

*"2003 CreditAgreement"* shall have the meaning assigned thereto in the Recitals hereof.

*"2003 CreditExtensions"* shall have the meaning assigned thereto in the Recitals hereof.

*"2003 LenderSubsidiary Agreements"* shall have the meaning assigned thereto in theRecitals hereof.

*"2003 NoteholderSubsidiary Agreements"* shall have the meaning assigned thereto in theRecitals hereof.

Section 2.        Sharing of Recoveries.

Each Creditor hereby agrees with each other Creditor thatpayments made with respect to Subject Obligations by a Subsidiary Guarantorpursuant to a demand made under the terms of a Subsidiary Agreement or pursuantto any Creditor's right of set-off or banker's lien (whether based on commonlaw, statute, contract or otherwise) against any deposit, credit or property ofa Subsidiary Guarantor in the possession or control of such Creditor(a) within 90 days prior to the commencement of a Bankruptcy Proceedingwith respect to any Subsidiary Guarantor or (b) following the accelerationof any Notes or any Credit Extensions or any other Subject Obligations (any ofthe foregoing being hereinafter referred to as a *"Subject Payment"*), shall be shared so that each Creditor shallreceive its Pro Rata Share of Subject Payments.  Accordingly, each Creditor hereby agrees that in the event (i) anevent described in clauses (a) or (b) above shall have occurred, (ii) anyCreditor shall receive a Subject Payment (a *"ReceivingCreditor"*), and (iii) any other Creditor shall not concurrentlyreceive its Pro Rata Share of Subject Payments, then the Receiving Creditorshall remit the Excess Subject Payment to each other Creditor who shall then beentitled thereto (together with, to the extent not remitted within fifteen (15)business days after such receipt by the Receiving Creditor, interest at thethen applicable Federal Funds Effective Rate from and including the date ofsuch receipt to, but excluding, the date of payment to such other Creditor) sothat after giving effect to such payment (and any other payments then beingmade by any other Receiving Creditor pursuant to this Section 2) eachCreditor shall have received its Pro Rata Share of Subject Payments.  Whenever any Receiving Creditor receives aSubject Payment, it shall notify the other Creditors of such receipt andrequest that each such Creditor certify in writing the existence and amount ofthe Subject Obligations owed to such Creditor. Such Receiving Creditor shall be entitled, absent manifest error, todetermine the amount of any Excess Subject Payments for remittance to other Creditorsbased on one or more certificates of each such Creditor with respect to theSubject Obligations owed to such Creditor,*provided, however,* that if, notwithstanding the request of such ReceivingCreditor, any Creditor shall fail or refuse within five (5) business daysof such request to certify as to the existence or amount of any SubjectObligations owed to such Creditor, such Receiving Creditor shall be entitled todetermine such existence or amount by such method as such Receiving Creditor may,in its sole discretion, determine, including by reliance upon a certificate ofthe Company, and such Receiving Creditor shall give notice of suchdetermination to such Creditor.  SuchReceiving Creditor shall be held harmless, and have no liability (except forits own gross negligence or willful misconduct) to any of the other Creditors(other than the obligation to pay Excess Subject Payments to such otherCreditors pursuant to the terms hereof) for making payments in accordance withcertificates of the Creditors and determinations made in good faith by suchReceiving Creditor.

Any such payments shall be deemed to be and shall be madein consideration of the purchase for cash at face value, but without recourseexcept as hereinafter provided, ratably from the other Creditors of such amountof Notes or Credit Extensions (or interest therein), as the case may be, to theextent necessary to cause such Creditor to share such Excess Subject Paymentwith the other Creditors as hereinabove provided; *provided, however*, that if any such purchase or payment is made byany Receiving Creditor and if such Excess Subject Payment or part thereof isthereafter recovered from such Receiving Creditor by any Subsidiary Guarantoror the Company (including, without limitation, by any trustee in bankruptcy ofany Subsidiary Guarantor or the Company or any creditor thereof), the relatedpurchase from the other Creditors shall be rescinded ratably and the purchaseprice restored as to the portion of such Excess Subject Payment so recovered(together with, to the extent not restored in full within fifteen (15) businessdays after demand by the Receiving Creditor, interest at the then applicableFederal Funds Effective Rate from and including the date of such demand to, butexcluding, the date of payment to the Receiving Creditor); and *provided further* nothing hereincontained shall obligate any Creditor to resort to any setoff, application ofdeposit balance or other means of payment under any Subsidiary Agreement orotherwise or avail itself of any recourse by resort to any property of theCompany or any Subsidiary Guarantor, the taking of any such action to remainwithin the absolute discretion of such Creditor without obligation of any kindto the other Creditors to take any such action.

Notwithstanding anything in this Section 2 to thecontrary, any amounts distributed to any Creditor for application to theCompany's liabilities with respect to any undrawn amounts relating to lettersof credit issued under any Credit Agreement shall be held by such Creditor ascollateral security for such liabilities until a drawing thereon, at which timesuch collateral shall be applied to such liabilities.  If letters of credit issued under any Credit Agreement andconstituting part of the Subject Obligations expire without having been drawnupon in full, the undrawn portion shall be excluded from the SubjectObligations for purposes of the first paragraph of this Section 2, all asthough such undrawn portion never existed. If distributions to any Creditor have previously been made under thefirst paragraph of this Section 2 with respect to letters of credit issuedunder any Credit Agreement and constituting part of the Subject Obligationswhich expire without having been drawn upon in full, the amount of eachCreditor's Pro Rata Share of Subject Payments shall be redetermined byexcluding the undrawn amount of such expired letters of credit from thecalculations under the first paragraph of this Section 2 and if aredetermination reveals that there has been an overpayment to any Creditor,each Creditor which received such an overpayment shall pay to those otherCreditors who were underpaid in respect of such distribution the amount of theunderpayment (together with, to the extent not paid within fifteen (15)business days after expiration of such letter of credit, interest at the thenapplicable Federal Funds Effective Rate from and including the date of suchexpiration to, but excluding, the date of payment by the Receiving Creditor tosuch other Creditors) and in return the remitting Creditor shall receive fromeach such underpaid Creditor a non-recourse (except as otherwise provided inthe preceding paragraph) participation in the Subject Obligations owing to suchunderpaid Creditors in the amount of the underpayment paid over to suchCreditor.

If at any time any Creditor determines that for any reasonit has received more than its Pro Rata Share of Subject Payments, such Creditorshall notify in writing (an *"OverpaymentNotice"*) the other Creditors and the amount of each Creditor's Pro RataShare of Subject Payments shall be redetermined under the first paragraph ofthis Section 2.  If aredetermination reveals that there has been an overpayment to any Creditor,each Creditor which received such an overpayment shall pay to those otherCreditors who were underpaid in respect of such distribution the amount of theunderpayment (together with, to the extent not paid within fifteen (15)business days after the Overpayment Notice, interest at the then applicableFederal Funds Effective Rate from and including the date of such OverpaymentNotice to, but excluding, the date of payment by the Receiving Creditor to suchother Creditors) and in return the remitting Creditor shall receive from eachsuch underpaid Creditor a non-recourse (except as otherwise provided in thesecond paragraph of this Section 2) participation in the SubjectObligations owing to such underpaid Creditors in the amount of the underpaymentpaid over to such Creditor.

Each Creditor also agrees that if at any time it receivesproceeds of any collateral or security securing the obligations of a SubsidiaryGuarantor under any of the Subsidiary Agreements, such proceeds shall be sharedby such Creditor as a Receiving Creditor in accordance with the terms of thisSection 2.

Section 3.        Agreements Among the Creditors.

     *Section 3.1.*    *Independent Actions byCreditors*.  Nothing contained in this Agreement shallprohibit any Creditor from accelerating the maturity of, or demanding paymentfrom any Subsidiary Guarantor on, any Subject Obligation of the Company to suchCreditor or from instituting legal action against the Company or any SubsidiaryGuarantor to obtain a judgment or other legal process in respect of suchSubject Obligation, but any funds received from any Subsidiary Guarantor inconnection with any recovery therefrom shall be subject to the terms of thisAgreement.

     *Section 3.2.**Relation of Creditors*.  This Agreement is entered into solely forthe purposes set forth herein, and no Creditor assumes any responsibility toany other party hereto to advise such other party of information known to suchother party regarding the financial condition of the Company or any SubsidiaryGuarantor or of any other circumstances bearing upon the risk of nonpayment ofany Subject Obligation.  Each Creditorspecifically acknowledges and agrees that nothing contained in this Agreementis or is intended to be for the benefit of the Company or any SubsidiaryGuarantor and nothing contained herein shall limit or in any way modify any ofthe obligations of the Company or any Subsidiary Guarantor to the Creditors.

     *Section 3.3.**Acknowledgment of SubsidiaryAgreements*.  (a) The Agent and the 2003 Lendershereby expressly acknowledge and consent to the execution and delivery of the2003 Noteholder Subsidiary Agreements as of the date hereof as described onSchedule A hereto and agree that such 2003 Noteholder SubsidiaryAgreements are enforceable against the Subsidiary Guarantors that are partythereto and the Noteholders hereby expressly acknowledge the 2003 LenderSubsidiary Agreements that exist as of the date hereof as described onSchedule B hereto and agree that such 2003 Lender Subsidiary Agreementsare enforceable against the Subsidiary Guarantors that are party thereto.  Each of the Agent and the 2003 Lendersagrees that it will not challenge or contest the validity or enforceability ofthe 2003 Noteholder Subsidiary Agreements. Each of the Noteholders agrees that it will not challenge or contest thevalidity or enforceability of the 2003 Lender Subsidiary Agreements.

     *Section 3.4.       Additional Guarantors*.  Additional Persons may become "SubsidiaryGuarantors" hereunder by executing and delivering to a then existing Creditor aguaranty by which such Person has become a guarantor of any Notes or any CreditExtensions pursuant to the terms of the Note Purchase Agreements or the CreditAgreements.  Accordingly, upon theexecution and delivery of any such copy of the guaranty by any such Person,such Person shall, thereinafter become a "Subsidiary Guarantor" for allpurposes of this Agreement.

     *Section 3.5.**Representations and Warranties*.  Each of the parties hereto represents andwarrants to the other parties hereto that (a) it has the corporate powerand authority to enter into and perform this Agreement, (b) the execution,delivery and performance of this Agreement have been duly authorized by allrequisite corporate action on its part and (c) this Agreement has been dulyexecuted and delivered by it and constitutes its legal, valid and bindingobligation, enforceable in accordance with its terms, except as enforceabilitymay be limited by bankruptcy, insolvency, reorganization, moratorium or othersimilar laws affecting the enforcement of creditors' rights generally.

     *Section 3.6.*         *Defective Claims*.  Notwithstanding the other terms of this Agreement, no ReceivingCreditor shall be obligated to make any payments hereunder with respect to anySubject Payment to any Creditor to the extent that (a) the SubjectObligations allegedly owed to such Creditor by the Company have been determinedby a court of competent jurisdiction (with a final, nonappealable order) to beinvalid or unenforceable or equitably subordinated to such Receiving Creditorother than as a result of a fraudulent conveyance or preference or (b) theSubsidiary Guaranties with respect to any Subject Obligations have beendetermined by a court of competent jurisdiction (with a final nonappealableorder) to be invalid or unenforceable or equitably subordinated to suchReceiving Creditor other than as a result of a fraudulent conveyance orpreference (collectively, the *"DefectiveSubject Obligations"*).  In the eventpayments are made on any such Defective Subject Obligations to such Creditorand such Defective Subject Obligations are thereafter determined by a court ofcompetent jurisdiction (with a final, nonappealable order) to be invalid or unenforceableor equitably subordinated to any of the other Creditors other than as a resultof a fraudulent conveyance or preference, such Creditor shall disgorge to theother Creditors any payments on the Defective Subject Obligations so receivedbased on such other Creditors' Pro Rata Share of Subject Obligations (withoutgiving effect to such Defective Subject Obligations) in the same manner asdescribed in the second paragraph of Section 2.  

Section 4.        Additional Parties.

If at any time the Company enters into a New CreditAgreement or a New Note Purchase Agreement, the lenders (or the agent on behalfof all such lenders) under such New Credit Agreement or the institutionalinvestors under such New Note Purchase Agreement may agree to be bound by, andbenefit from, the terms of this Agreement by signing, at such time, anacknowledgment in the form of Exhibit A or Exhibit B, as the case maybe, attached to this Agreement, and delivering a signed acknowledgment hereofexecuted by the Company and each Subsidiary Guarantor to the otherCreditors.  Upon receipt by such otherCreditors of such acknowledgment signed by all lenders (or the agent on behalfof all such lenders) under such New Credit Agreement or all institutionalinvestors under such New Note Purchase Agreement, as the case may be, suchlenders or institutional investors, as the case may be, shall thereupon becomevested with all rights and benefits, and become subject to all the obligations,in respect thereof granted to or imposed upon Creditors by this Agreement andsuch other Creditors shall continue to be vested with all rights and benefits,and be subject to all the obligations, in respect thereof granted to or imposedupon Creditors by this Agreement.

Section 5.        Miscellaneous.

     *Section 5.1.*              *Entire Agreement*.  This Agreement represents the entireAgreement among the Creditors and, except as otherwise provided, this Agreementmay not be altered, amended or modified except in a writing executed by all theparties to this Agreement.

     *Section 5.2.*           *Notices**.* Notices hereunder shall be given to the Creditors at their addresses asset forth in the Note Purchase Agreements or the Credit Agreements, as the casemay be, or at such other address as may be designated by each in a writtennotice to the other parties hereto.

     *Section 5.3.*       *Successors and Assigns*.  This Agreement shall be binding upon andinure to the benefit of each of the Creditors and their respective successorsand assigns (including, without limitation, any holder of a participationinterest in any Subject Obligation), whether so expressed or not, and, inparticular, shall inure to the benefit of and be enforceable by any futureholder or holders of any Subject Obligations, and the term "Creditor" shallinclude any such subsequent holder of Subject Obligations, wherever the contextpermits.  Without limiting thegenerality of the foregoing sentence, any Creditor may sell, assign orotherwise transfer (in whole or in part) to any other person or entity theobligations of the Company or any of the Subsidiary Guarantors to such Creditorunder the Note Purchase Agreements, the Credit Agreements or any SubsidiaryAgreement and such other person or entity shall thereupon become vested withall rights and benefits, and become subject to all the obligations, in respectthereof granted to or imposed upon such Creditor by this Agreement.  For the avoidance of doubt, nothing in thisSection 5.3 shall affect or limit any provision in the Credit Agreements,the Note Purchase Agreements or any Subsidiary Agreement relating to the sale,assignment or transfer of any Creditor's interest thereunder or in any of theNotes or Credit Extensions contemplated thereby.

     *Section 5.4.        Consents, Amendment, Waivers*  All amendments, waivers or consents of any provisionof this Agreement shall be effective only if the same shall be in writing andsigned by each of (a) with respect to the Notes, the Required Holders (asdefined in the respective Note Purchase Agreements), (b) with respect to theCredit Extensions, the Required Lenders (as defined in the respective CreditAgreements) and (c) if no Default (as defined in any Note PurchaseAgreement) or Potential Default (as defined in any Credit Agreement) hasoccurred and is continuing, the Company. Nothing in this Agreement may be modified to confer on the Company anyobligations or duties without its prior written consent.

     *Section 5.5.*       *Governing Law*.  ThisAgreement shall be governed by and construed in accordance with the laws of theState of New York.

     *Section 5.6.**Counterparts*.  This Agreement may be executed in any numberof counterparts, all of which taken together shall constitute one Agreement,and any of the parties hereto may execute this Agreement by signing any suchcounterpart.

     *Section 5.7.*    *Severability*.  In case any one or more of the provisionscontained in this Agreement shall be invalid, illegal or unenforceable in anyrespect, the validity, legality and enforceability of the remaining provisionsof this Agreement shall not in any way be affected or impaired thereby.

In Witness Whereof, each ofthe parties hereto has caused this Agreement to be executed as of thedate first above written.

 

FleetNational Bank, as the Agent, the Issuing Bank, the Swingline Lender andas a Lender

By

/s/ STEPHEN HOFFMAN  Its: Director

CitizensBank of Massachusetts, as a Lender

By

/s/ MICHAEL OVELLETIts:  Vice President

CIBCInc., as a Lender

By

/S/ MARYBETH ROSSIts:  Authorized Signatory

PNCBank, National Association, as a Lender

By

/s/ MICHAEL RICHARDSIts:  Vice President

MellonBank, N.A., as a Lender

By

/s/ ALAN J. KOPOLOWIts:  First Vice President

AIGLife Insurance Company, as a Noteholder

SunAmerica Life Insurance Company, as aNoteholder

By: AIG Global Investment Corp., investment advisor

By 

/s/ VICTORIA Y. CHINIts:  Vice President

United of Omaha Life Insurance Company, asa Noteholder

By

/s/ EDWIN H. GARRISON, JR.Its:  First Vice President

PacificLife and Annuity Company, as a Noteholder

By

/s/ ELAINE M. HAVENSIts:  Vice President

By

/s/ CATHY SCHWARTZIts:  Assistant Secretary

Pacific Life Insurance Company, as aNoteholder

By

/s/ ELAINE M. HAVENS Its:  Vice President

By

/s/ CATHY SCHWARTZ Its:  Assistant Secretary

Nationwide Life Insurance Company of America, asa Noteholder

By

/s/ JOSPEH P. YOUNGIts:  Credit Officer

Theundersigned hereby acknowledge and agree to the foregoing Agreement.

NUICorporation

By:  /s/ CHARLES N. GARBER            TreasurerNUICapital Corp.

By:  /s/ CHARLES N. GARBER            Treasurer

UtilityBusiness Services, Inc.

By:  /s/ CHARLES N. GARBER            Treasurer

NUIEnergy Brokers, Inc.

By:  /s/ CHARLES N. GARBER            Treasurer

NUIEnergy Solutions, Inc.

By:  /s/ PETER E. MARICONDO            Treasurer

NUIEnvironmental Group, Inc.

By:  /s/ CHARLES N. GARBER            Treasurer

NUIEnergy, Inc.

By:  /s/ PETER E. MARICONDO            Treasurer

NUIInternational, Inc.

By:  /s/ CHARLES N. GARBER            Tresurer

NUITelecom, Inc.

By:  /s/ PETER E. MARICONDO            Treasurer

NUIService, Inc., a Delaware corporation

By:  /s/ CHARLES N. GARBER            Treasurer

NUISales Management, Inc.

By:  /s/ CHARLES N. GARBER            Treasurer

T.I.C.Enterprises, L.L.C.

By:  /s/ CHARLES N. GARBER            Treasurer

NUIStorage, Inc.

By:  /s/ CHARLES N. GARBER            Treasurer

NUISaltville Storage, Inc.

By:  /s/ CHARLES N. GARBER            Treasurer

NUIRichton Storage, Inc.

By:  /s/ A. MARK ABRAMOVIC            VicePresident & Treasurer

RichtonGas Storage Co., LLC

By:  /s/ A. MARK ABRAMOVIC            Manager

NUIHungary, Inc.

By:  /s/ CHARLES N. GARBER            Treasurer

NUIUkraine, Inc.

By:  /s/ CHARLES N. GARBER            Treasurer

ExistingNoteholder Subsidiary Agreements

The Subsidiary Note Guaranty, dated as of April 1,2003 by NUI Capital Corp., Utility Business Services,Inc., NUI Energy Brokers, Inc., NUI Energy Solutions, Inc., NUI EnvironmentalGroup, Inc., NUI Energy, Inc., NUI International, Inc., NUI Telecom, Inc., NUIService, Inc., NUI Sales Management, Inc., T.I.C. Enterprises, L.L.C., NUIStorage, Inc., NUI Saltville Storage, Inc., NUI Richton Storage, Inc., RichtonGas Storage Co., LLC, NUI Hungary, Inc. and NUI Ukraine, Inc., in favorof the Noteholders.

 

SCHEDULE A

ExistingLender Subsidiary Agreements

The Guaranty, dated as of February 12, 2003 amongFleet National Bank, as Agent for the benefit of the Lenders, NUI Capital Corp., Utility Business Services, Inc., NUIEnergy Brokers, Inc., NUI Energy Solutions, Inc., NUI Environmental Group,Inc., NUI Energy, Inc., NUI International, Inc., NUI Telecom, Inc., NUIService, Inc., NUI Sales Management, Inc., T.I.C. Enterprises, L.L.C., NUIStorage, Inc., NUI Saltville Storage, Inc., NUI Richton Storage, Inc., RichtonGas Storage Co., LLC, NUI Hungary, Inc. and NUI Ukraine, Inc.

 

SCHEDULE B

Formof Acknowledgment toIntercreditor Agreement for Successor Lendersundera Successor Credit Agreement

Reference is hereby made to the Intercreditor Agreementdated as of April 1, 2003 (the *"Agreement"*),attached hereto as Exhibit I, among the Lenders party to the 2003 CreditAgreement and the Noteholders party thereto. The undersigned Successor Lender or its agent has entered into a CreditAgreement dated as of _______________ with NUI Corporation and the obligationsof NUI Corporation thereunder are guaranteed by certain subsidiaries of theCompany.  The undersigned SuccessorLender desires that the guaranties by such subsidiaries be shared with theCreditors under the Agreement.  Theundersigned acknowledges the terms of the Agreement and agrees to be boundthereby.

______________________ ,as a Successor Lender

By

Title

Date

Notice Address:

  

Acknowledged and Agreed:

NUI Corporation

By

Title

Date

[Subsidiary Guarantors]

By

Title

Date

 

EXHIBIT A

Formof Acknowledgment toIntercreditor Agreement for Successor Noteholdersunder a Successor Note Purchase Agreement

Reference is hereby made to the Intercreditor Agreementdated as of April 1, 2003 (the *"Agreement"*),attached hereto as Exhibit I, among the Lenders party to the 2003 CreditAgreement and the Noteholders party thereto. The undersigned Successor Noteholder has entered into a Note PurchaseAgreement dated as of _____________ with NUI Corporation and the obligations ofNUI Corporation thereunder are guarantied by certain subsidiaries.  The undersigned Successor Noteholder desiresthat the guaranties by such subsidiaries be shared with the Creditors under theAgreement.  The undersigned acknowledgesthe terms of the Agreement and agrees to be bound thereby.

__________________,as a Successor Noteholder

By

Title

Date

Notice Address:

  

Acknowledged and Agreed:

NUI Corporation

By

Title

Date

[Subsidiary Guarantors]

By

Title

Date

 

EXHIBIT B