EXHIBIT 10.7

NUICorporation

___________________________________

SecondAmendment

Dated as ofApril 1, 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

SecondAmendment to Note Purchase Agreement

**This Second Amendment** dated as ofApril 1, 2003 (the or this *"SecondAmendment"*) to the Note Purchase Agreement dated as of August 20, 2001is among the undersigned, NUICorporation, a New Jersey corporation (the *"Company"*), and each of the institutions which is a signatory tothis Second 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 *"Original NoteAgreement"*) and the First Amendment and Waiver dated as ofFebruary 20, 2003 (the *"FirstAmendment"*; the Original Note Agreement as amended by the First Amendmentis hereinafter referred to as 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 Second Amendmenta valid, legal and binding instrument according to its terms for the purposesherein expressed have been done or performed.

Now, therefore,upon the full and complete satisfaction of the conditions precedent to theeffectiveness of this Second 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 9.9.*  Section 9.9 of the Note Agreement shall be and is herebyamended in its entirety to read as follows:

*       *"*Section 9.9.     Subsidiary Guarantors*. Subject to Section  9.10 hereof, the Company will cause eachSubsidiary (whether existing or newly acquired) that delivers a Guaranty, orotherwise becomes obligated in any manner (including, without limitation, as aco‐obligor with the Company) (each, a *"BankGuaranty"*), to any Bank Lender with respect to any Indebtedness of theCompany outstanding under the Company Credit Agreement (or under anymodification, amendment, renewal or replacement thereof) (each such Subsidiary,a *"Subsidiary Guarantor"*) toconcurrently enter into a guaranty agreement, in formand substance satisfactory to the Required Holders (each, a *"Subsidiary Note Guaranty"*), pursuant towhich such Subsidiary Guarantor shall guarantee the prompt payment whendue (whether at maturity, by acceleration or otherwise) of the principal of allof the Notes and of the interest and the Make-Whole Amount, if any, thereon andthe full and prompt performance and compliance by the Company with each of itsother obligations under the Note Agreement and the Notes, and, concurrentlytherewith, (except in the case that such Subsidiary Guarantor is co‐obligorwith the Company under the Company Credit Agreement (or under any modification,amendment, renewal or replacement thereof)) the Companyshall cause the Bank Lenders to enter into an intercreditor agreement with theholders of the Notes in form and substance reasonably satisfactory to the BankLenders and the Required Holders (the *"Section 9.9Intercreditor Agreement"*) with respect to the obligations of suchSubsidiary Guarantor to the Bank Lenders and the holders of the Notes providingfor, *inter alia,* the pro rata sharingof any proceeds received by the Bank Lenders or the holders of the Notes underany Bank Guaranty or Subsidiary Note Guaranty.  Within three Business Days after entering into the SubsidiaryNote Guaranty and any Section 9.9 Intercreditor Agreement, the Companyshall deliver to each of the holders of the Notes the following items:

              (a)      an executed counterpart of such SubsidiaryNote Guaranty;

              (b)      an executed counterpart of anySection 9.9 Intercreditor 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 1.2.*     *Amendment to Section 10.6*.  Section 10.6 of the Note Agreementshall be 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,(b) Guaranties existing on March 31, 2003 by NUI Capital Corp. ofobligations of NUI Energy Brokers under gas purchase and energy‐relatedcontracts, which obligations do not exceed $20,000,000 in the aggregate, and (c) anyBank Guaranties."

          *Section 1.3.     Amendment to Definition of "Guaranty".*  The definition of "Guaranty" in Schedule Bof the Note Agreement is hereby amended by adding the following sentence at theend of such definition:

For the purposes of all computations made under thisAgreement, a Guaranty in respect of any Indebtedness for borrowed money shallbe deemed to be in an amount equal to the outstanding principal amount of suchIndebtedness for borrowed money which has been guaranteed, and a Guaranty inrespect of any other obligation or liability or any divided shall be deemed tobe in an amount equal to the aggregate amount of such obligation or liabilityoutstanding or dividend declared.

          *Section 1.4.     Amendment to Definitions.* The following defined terms as set forth in Schedule B to the NoteAgreement is hereby amended and restated in its entirety to read as follows:

*"IntercreditorAgreement"* means (a) any Section 9.9 Intercreditor Agreement, and(b) any other intercreditor agreement with theholders of the Notes in form and substance reasonably satisfactory to theRequired Holders with respect to any Indebtedness of a Subsidiary Guarantor tothe Bank Lenders and the holders of the Notes providing for, *inter alia,* the pro rata sharing of anyproceeds received by the Bank Lenders and the holders of the Notes from suchSubsidiary Guarantor with respect to such Indebtedness.

*"PriorityIndebtedness"* means the sum of (a) all Indebtedness of the Companysecured by Liens, plus (b) all Indebtedness of Restricted Subsidiaries(except (i) any Indebtedness held by the Company or any other RestrictedSubsidiary, (ii) at any time on or before May 31, 2003, Guarantiesexisting on March 31, 2003 of NUI Capital Corp. of obligations of NUIEnergy Brokers under gas purchase and energy‐related contracts, whichobligations do not exceed $20,000,000 in the aggregate, and (iii) anyIndebtedness of any Restricted Subsidiary to the Bank Lenders to the extentthat (1) such Restricted Subsidiary has guaranteed the Notes pursuant to avalid and enforceable Subsidiary Note Guaranty in accordance with the terms andconditions of Section 9.9 hereof and (2) such Bank Lenders and theholders of the Notes have entered into a valid and enforceable IntercreditorAgreement with respect to such Indebtedness of such Restricted Subsidiary tosuch Bank Lenders and such holders).

          *Section 1.5.*     *AdditionalDefinitions. *The following shall beadded as new definitions in alphabetical order to Schedule B to the NoteAgreement: 

*"Bank Lenders"*means the holders of any Indebtedness outstanding under the Company CreditAgreement, and any modification, amendment, renewal or replacement thereof(including any such modification, amendment, renewal or replacement thatresults in any increase in the Indebtedness permitted thereunder).

*"Section 9.9Intercreditor Agreement"* is defined in Section 9.9.

Section 2.        Representations and Warranties of theCompany.

To induce the Noteholders to execute and deliver thisSecond Amendment (which representations shall survive the execution anddelivery of this Second Amendment), the Company represents and warrants to theNoteholders that:

              (a)      this Second Amendment has been dulyauthorized, executed and delivered by it and this Second 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 thisSecond 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 Second 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 Second 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 ThisSecond Amendment.

            ThisSecond Amendment shall not become effective until, and shall become effectivewhen, each and every one of the following conditions shall have been satisfied:

              (a)      executed counterparts of this SecondAmendment, 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 Second 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 SecondAmendment;

Upon receipt of all of the foregoing, this SecondAmendment shall become effective.

Section 4.        Miscellaneous.

          *Section 4.1.*     *Construction*.  This Second Amendment shall be construed inconnection with and as part of the Note Agreement, and except as modified andexpressly amended by this Second 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 4.2.*     *Notices*.  Any and all notices, requests, certificatesand other instruments executed and delivered after the execution and deliveryof this Second Amendment may refer to the Note Agreement without makingspecific reference to this Second Amendment but nevertheless all suchreferences shall include this Second Amendment unless the context otherwiserequires.

          *Section 4.3.*     *Captions*.  The descriptive headings of the variousSections or parts of this Second Amendment are for convenience only and shallnot affect the meaning or construction of any of the provisions hereof.

          *Section 4.4.*     *Governing Law*.  This Second 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 4.5.     Counterparts*.  The execution hereof by you shall constitute a contract betweenus for the uses and purposes hereinabove set forth, and this Second Amendmentmay be 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 Second Amendment to be executed,all as of the day and the year first above-written.

NUI Corporation

By:/s/ A. MARK ABRAMOVIC Sr. VicePresident, Chief Operating &      Chief FinancialOfficer

Accepted and Agreed to:

AIG Life Insurance Company

SunAmerica Life Insurance Company

By:  AIG Global Investment Corp., investmentadvisor

By:  /s/ VICTORIA Y. CHIN           Vice President

By:   /S/ EDWIN H. GARRISON, JR.               First Vice President

Pacific Life and Annuity Company

By:  /s/ Elaine M. Havens           Vice President

By:  /s/ Cathy L. Schwartz            Vice President

Pacific Life Insurance company

By:  /s/ Elaine M. Havens           Vice President

By:  /s/ Cathy L. Schwartz            Vice President

By:/s/ JOSEPH P. YOUNG             Credit Officer

**            **