AMENDMENT NO.6 to
              AMENDED AND RESTATED STANDBY BOND PURCHASE AGREEMENT

     This AMENDMENT NO.6 TO AMENDED AND RESTATED STANDBY BOND PURCHASE
AGREEMENT, dated as of May 19,2004, between NUI UTIL.ITIES, INC., a New Jersey
corporation (the "Company") and THE BANK OF NEW YORK, as Purchasing Bank (this
"Amendment").

     WHEREAS, the Company and The Bank of New York, as Purchasing Bank, are
parties to the Amended and Restated Standby Bond Purchase Agreement, dated as of
June 12, 2001, among the Company, the Participating Banks and The Bank of New
York, as Purchasing Bank, as amended by Amendment No.1 and Waiver dated as of
November 21,2001, Amendment No. 2 dated as of June 3, 2002, Amendment No.3 dated
as of June 10, 2003, Amendment No, 4 dated as of July 21,2003 and Amendment No.5
dated as of December 4,2003 (the "Standby Bond Purchase Agreement);

     WHEREAS, the Company has requested that the Stated Expiration Date under
the Standby Bond Purchase Agreement be extended from June 30, 2004 to June 29,
2005; and

     WHEREAS, the Purchasing Bank is willing to agree to grant such waivers and
so extend the Stated Expiration Date, subject to the terms and conditions
hereof;

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Defined Terms. Terms defined in the Standby Bond Purchase Agreement and
not otherwise defined herein are used herein as therein defined.

     2. Extension of Stated Expiration Date. Subject to the satisfaction of the
conditions precedent set forth in Section 5 below, effective as of June 30,
2004, the definition of "Stated Expiration Date" in Section 1.01 of the Standby
Bond Purchase Agreement shall be amended by replacing the date "June 30, 2004"
with the date "June 29, 2005",

     3. Amendment.

          (a) Section 5.15 of the Standby Bond Purchase Agreement is hereby
     amended to delete the figure "$20,000,000" in subclauses (j) of clause (c)
     thereof and to replace it with the figure "$56,300,000",

          (b) Section 5.1O(a) is hereby amended by deleting in the second, third
     and fourth lines thereof the words "the Company" and replacing them with
     the words "NUI Corporation".

          (c) Section 5.10(b) is hereby amended by deleting in the second line
     thereof, each time they appear, the words "the Company" and replacing them
     with the words "NUI Corporation" .

          (d) Section 5.10(d) is hereby amended by deleting in the second and
     third lines thereof the words "the Company" and replacing them with the
     words 'NUI Corporation".

     4. Representations and Warranties. In order to induce the Purchasing Bank
to agree to enter into this Amendment, the Company hereby represents and
warrants, as of the date of this Amendment, as follows:

          (a) The execution and delivery by the Company of this Amendment, and
     the performance by the Company of the Standby Bond Purchase Agreement as
     amended by this Amendment, (a) are within the Company's corporate powers,
     have been duly authorized by all necessary corporate action, and do not
     contravene (i) the Company's or any Subsidiary's certificate of
     incorporation or by-laws, (ii) any Applicable Laws (including the Margin
     Regulations) or (iii) any legal or contractual restriction binding on or
     affecting the Company or any Subsidiary or any of their respective
     properties and (b) will not result in the creation or imposition of any
     Lien upon any property or assets of the Company.

          (b) No Government Approval or Governmental Registration is required
     for the due execution and delivery by the Company of this Amendment or the
     performance by the Company of the Standby Bond Purchase Agreement as
     amended by this Amendment, except for such Governmental Approvals and
     Governmental Registrations that have been duly obtained or made and are in
     full force and effect on the date hereof.

          (c) This Amendment and the Standby Bond Purchase Agreement as amended
     by this Amendment each constitute a legal, valid and binding obligation of
     the Company enforceable in accordance with its terms, except as enforcement
     may be limited by bankruptcy, insolvency or similar Applicable Laws
     affecting the enforcement of creditors' rights generally and subject to
     general principles of equity regardless of whether such enforcement is
     considered in a proceeding in equity or at law.

          (d) Each of the representations and warranties of the Company
     contained in Article IV of the Standby Bond Purchase Agreement is true and
     correct on and as of the date hereof; provided that in making such
     representation and warranty with respect Section 4.05 of the Standby Bond
     Purchase Agreement, (i) all references therein to September 30, 2000 shall
     be deemed to be references to September 30, 2002, (ii) all references
     therein to Arthur Andersen shall be deemed to be references to
     PriceWaterhouseCoopers, (Hi) all references therein to March 31,2001 shall
     be deemed to be references to June 30, 2003, (iv) all references therein to
     "the six-month period" shall be deemed to be references to "the nine-month
     period" and (v) Section 4.05 shall be deemed further qualified by the
     insertion immediately prior to the final period thereof of the words
     "except to the extent disclosed in the Company's public filings", and
     provided further that in making such representation and warranty with
     respect to Section 4.06 of the Standby Bond Purchase Agreement, (1) all
     references therein to September 30,2000 shall be deemed to be references to
     September 30, 2002, (2) all references therein to December 31, 2000 shall
     be deemed to be references to December 31,2002, (3) all references therein
     to March 31, 2001 shall be deemed to be references to March 31,2003, and
     (4) the words "June 30,2003" shall be added after the amended reference to
     "March 31, 2003".

          (e) No event has occurred and is continuing, or would result from the
     effectiveness of this Amendment, that constitutes a Default

     5. Conditions to Effectiveness. The amendments provided for in Section 3
above shall be effective as of the date hereof, but shall not become effective
as of such date unless and until each of the following conditions precedent have
been satisfied:

          (a) The Purchasing Bank shall have received each of the following, in
     form and substance satisfactory to the Purchasing Bank:

               (i) This Amendment, duly executed on behalf of each of the
          parties hereto.

               (ii) A certificate of an officer of the Company, certifying the
          names and true signatures of the officers of the Company authorized to
          execute on behalf of the Company this Amendment.

               (iii) A certificate of an officer of the Company certifying as to
          the matters set forth in Section 4(d) and (e) above.

               (iv) Legal opinions of (A) in-house counsel to the Company and
          (B) Pillsbury Winthrop LLP, counsel to the Purchasing Bank, in each
          case, as to such matters incident to this Amendment and the
          transactions contemplated hereby as the Purchasing Bank shall have
          reasonably requested.

               (v) Such other documents, instruments, opinions and approvals as
          the Purchasing Bank shall have reasonably requested.

          (b) The Company shall have paid to the Purchasing Bank (i) all
     commitment fees accrued under Section 2.08 of the Standby Bond Purchase
     Agreement to (but not including) the date hereof and (ii) all other fees,
     expenses and other amounts then payable to the Purchasing Bank or any of
     its Affiliates pursuant to the Standby Bond Purchase Agreement or the
     Related Documents or in connection with this Amendment, including the fees
     and disbursements of legal counsel of the Purchasing Bank relating to this
     Amendment to the extent that an invoice therefor has been delivered to the
     Company.

     6. Confirmation of Amended Agreement. The Standby Bond Purchase Agreement
as amended by this Amendment is and shall continue to be in full force and
effect and is hereby in all respects confirmed, approved and ratified.

     7. Governing Law. The rights and duties of the Company and the Purchasing
Bank under this Amendment shall, pursuant to New York General Obligations Law
Section 5-1401, be governed by the law of the State of New York.

     8. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto were upon the same instrument.

     9. Headings. Section headings in this Amendment are included herein for
convenience and reference only and shall not constitute a part of this Amendment
for any other purpose.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers all as of the date first set forth
above.


                                     COMPANY


                                      By: Peter Maricondo
                                      Title: Chief Financial Officer


                                      PURCHASING BANK

                                      THE BANK OF NEW YORK


                                      By: Charlotte Sohn Fuiks
                                      Title:  Vice President