**FOURTH AMENDMENT TO CREDIT AGREEMENT**

            **THIS FOURTHAMENDMENT TO CREDIT AGREEMENT** (this "Amendment") dated asof November 13, 2002, by and among **NUI CORPORATION**, a New Jersey corporation(the "Borrower"); the lenders from time to time partiesthereto (collectively, the "Lenders" and each individually, a"Lender"); **FLEET NATIONAL BANK**, as Agent for theLenders (in such capacity, with its successors and assigns, the "Agent");**PNC BANK, NATIONAL ASSOCIATION**, as Syndication Agent (in such capacity,with its successors and assigns, the "Syndication Agent"); and**FIRST UNION NATIONAL BANK**, as Documentation Agent (in such capacity,with its successors and assigns, the "Documentation Agent"). 

**RECITALS**

            A.           The Borrower, the Lenders, theAgent, the Syndication Agent and the Documentation Agent are parties to thatcertain Credit Agreement dated as of December 19, 2001, as amended through thedate hereof (the "Credit Agreement").  Capitalized terms used herein withoutdefinition have the meanings assigned to them in the Credit Agreement.

            B.           The Borrower has requested that theTermination Date be extended from December 18, 2002 to February 12, 2003, withpricing adjustments to be effective from and after December 19, 2002, all asset forth below.

            C.           The Lenders are willing to consentto such amendments on the terms and conditions hereinafter set forth.

            **NOW, THEREFORE**,for good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the parties hereto agree as follows:

**I.            AMENDMENTSTO CREDIT AGREEMENT**.         Subjectto the satisfaction of each of the conditions set forth herein, the CreditAgreement is hereby amended as follows:

**A.            Extensionof Termination Date. **Section 1.1 of the Credit Agreement is amended bydeleting the definition of "Termination Date" set forth therein andsubstituting the following:

"Termination Date"means February 12, 2003, unless earlier terminated in accordance with the termshereof.

**B.**            **Pricing. **

1.            EffectiveDecember 19, 2002,thedefinition of "Applicable Euro-Rate Margin" set forth in Section 1.1of the Credit Agreement is amended by deleting the table set forth therein andsubstituting the following:  

| **Senior Unsecured Debt Rating**      | **Applicable   Euro-Rate Margin** |
|---------------------------------------|-----------------------------------|
| Level 1Greater than or equal to A-/A3 | 75.0                              |
| Level 2BBB+/Baa1                      | 85.0                              |
| Level 3BBB/Baa2                       | 95.0                              |
| Level 4BBB-/Baa3                      | 105.0                             |
| Level 5Rated less than BBB-/Baa3      | 190.0                             |

 2.            For the convenience of the parties,the amendment of the table included in the definition of Facility Fee Rateeffected as of October 25, 2002 pursuant to the Third Amendment to CreditAgreement among the parties executed on such date is set forth in its entirety below:

| **Senior Unsecured Debt Rating**            | **Facility Fee Rate** |
|---------------------------------------------|-----------------------|
| Level 1Rated greater than or equal to A-/A3 | 12.5                  |
| Level 2BBB+/Baa1                            | 15.0                  |
| Level 3BBB/Baa2                             | 17.5                  |
| Level 4BBB-/Baa3                            | 20.0                  |
| Level 5Rated less than BBB-/Baa3            | 35.0                  |

**II.            REDUCTIONOF COMMITMENTS.**  Effective as of December 18,2002, at the Borrower's request under **Section 2.10** of the Credit Agreement,the aggregate Commitments shall be permanently reduced from $80,000,000 to$55,000,000.  Each Lender's Commitment,after giving prorata effect to such reduction, is set forthopposite its name on the signature page hereto.

**III.            REFERENCESIN LOAN DOCUMENTS; CONFIRMATION. **All references to the "Credit Agreement" inany Loan Documents shall, from and after the date hereof, refer to the CreditAgreement as amended by this Amendment.  All Loan Documents heretofore executed by the Borrower shall remain infull force and effect and, by the execution of this Amendment by the Borrower,such Loan Documents are hereby ratified and affirmed.

** **

**IV.            REPRESENTATIONS,WARRANTIES AND COVENANTS.**  The Borrowerhereby represents and warrants to, and covenants and agrees with, the Agent andthe Lenders that:

            A.           The execution and delivery of thisAmendment has been duly authorized by all requisite corporate action on thepart of the Borrower.

            B.           The representations and warrantiesof the Borrower and each of the Guarantors contained in the Credit Agreementand the other Loan Documents are true and correct in all material respects onand as of the date of this Amendment as though made at and as of such date,except to the extent that such representations and warranties relate solely toan earlier date.  Since the ClosingDate, no event or circumstance has occurred or existed which could reasonablybe expected to have Material Adverse Effect.  As of the date hereof, after giving effect to this Amendment, noPotential Default or Event of Default has occurred and is continuing.

            C.           Neither the Borrower, nor any of theGuarantors, is required to obtain any consent, approval or authorization from,or to file any declaration or statement with, any governmental instrumentalityor other agency or any other Person in connection with, or as a condition to,the execution, delivery or performance of this Amendment by such party.

            D.           This Amendment constitutes thelegal, valid and binding obligation of the Borrower, enforceable against it inaccordance with its terms, subject to bankruptcy, insolvency, reorganization,moratorium and similar laws affecting the rights and remedies of creditorsgenerally or the application of principles of equity, whether in any action atlaw or proceeding in equity.

**V.            CONDITIONS.**  Thewillingness of the Agent and the Lenders to amend the Credit Agreement issubject to the satisfaction of the following conditions precedent:

            A.           The Borrower shall have executed anddelivered to the Agent (or shall have caused to be executed and delivered tothe Agent by the appropriate persons) the following:

            1.           Onor before the date hereof:

                       (a)  This Amendment;

                       (b)  The Confirmation of Guaranty executed by the Guarantors; and

            (c)  True and complete copies of (i) any required stockholders' and/ordirectors' consents and (ii) any resolutions required for the due authorizationof the execution, delivery and performance by the Borrower of this Amendment,certified by a duly authorized officer of the Borrower.

            2.           Such other supporting documents andcertificates as the Agent, any Lender or their counsel may reasonably requestwithin the time period(s) reasonably designated by the Agent, such Lender ortheir counsel.

            B.           All legal matters incident to thetransactions hereby contemplated shall be reasonably satisfactory to theAgent's counsel and to the Lenders' counsel.

**VI.            MISCELLANEOUS.**

            A.           As provided in the Credit Agreement,the Borrower agrees to reimburse the Agent upon demand for all reasonable feesand disbursements of counsel to the Agent incurred in connection with thepreparation of this Amendment.

            B.           ThisAmendment shall be governed by, and construed in accordance with, the law ofthe State of New Jersey.

            C.                   ThisAmendment may be executed by the parties hereto in several counterparts hereofand by the different parties hereto on separate counterparts hereof, all ofwhich counterparts shall together constitute one and the same agreement.  Delivery of an executed signature page ofthis Amendment by facsimile transmission shall be effective as an in-handdelivery of an original executed counterpart hereof.

*[The nextpages are the signature pages.]*

IN WITNESS WHEREOF, theparties hereto, intending to be legally bound hereby, 

have caused this Fourth Amendment to Credit Agreementto be executed by their respective officers thereunto duly authorized as of thedate first written above.

ATTEST:                       **NUI CORPORATION**

By: /S/  JoyceM. Fajnor                                            By:/S/ Charles N. Garber

Name:  Joyce M.Fajnor                                            Name:Charles N. Garber

 

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

By: /S/  JoyceM. Fajnor                                            By:/S/ A. Mark Abramovic

Name:  Joyce M.Fajnor                                            Name:A. Mark Abramovic

 

Title:    Assistant Secretary                                             Title: Sr. VP, COO and CFO

**FLEETNATIONAL BANK**,

in its capacityas the Agent hereunder

By:  /S/  Stephen J. Hoffman

Name:   Stephen J. Hoffman

Title:     Director

 

IN WITNESS WHEREOF,intending to be legally bound hereby, the undersigned Lender has caused thisFourth Amendment to Credit Agreement by and among NUI CORPORATION, THE LENDERSPARTY HERETO and FLEET NATIONAL BANK, as Agent, to be executed by its duly authorized officers asof the date first above written.

$11,000,000.00

Commitment Percentage:                       By:  /S/  StephenJ. Hoffman

            0.200000%    Name:   Stephen J. Hoffman

            Title:    Director

IN WITNESS WHEREOF,intending to be legally bound hereby, the undersigned Lender has caused thisFourth Amendment to Credit Agreement by and among NUI CORPORATION, THE LENDERSPARTY HERETO and FLEET NATIONAL BANK, as Agent, to be executed by its duly authorized officers asof the date first above written.

CommitmentAfter Reduction:           **PNC BANK, NATIONALASSOCIATION**

$9,777,777.78

Commitment Percentage:                       By:     /S/  Michael Richards

            0.177778%    Name:      Michael Richards

            Title:      VicePresident

IN WITNESS WHEREOF,intending to be legally bound hereby, the undersigned Lender has caused thisFourth Amendment to Credit Agreement by and among NUI CORPORATION, THE LENDERSPARTY HERETO and FLEET NATIONAL BANK, as Agent, to be executed by its duly authorized officers asof the date first above written.

CommitmentAfter Reduction:           **FIRST UNION NATIONAL BANK**

$9,777,777.78

Commitment Percentage:                       By:      /S/  Rotcher Watkins

            0.177778%    Name:       Rotcher Watkins

            Title:       Managing Director

IN WITNESS WHEREOF,intending to be legally bound hereby, the undersigned Lender has caused thisFourth Amendment to Credit Agreement by and among NUI CORPORATION, THE LENDERSPARTY HERETO and FLEET NATIONAL BANK, as Agent, to be executed by its duly authorized officers asof the date first above written.

Commitment After Reduction:**BANK OF TOKYO-MITSUBISHITRUST**

            $7,333,333.33**COMPANY**

Commitment Percentage:

            0.133333%    By:     /S/  J. William Rhodes

                       Name:      J. William Rhodes

            Title:      VicePresident

IN WITNESS WHEREOF,intending to be legally bound hereby, the undersigned Lender has caused thisFourth Amendment to Credit Agreement by and among NUI CORPORATION, THE LENDERSPARTY HERETO and FLEET NATIONAL BANK, as Agent, to be executed by its duly authorized officers asof the date first above written.

CommitmentAfter Reduction:           **CITIZENS BANK**

$7,333,333.33

Commitment Percentage:                       By:     /S/   Michael Ovellet

            0.133333%    Name:       Michel Ovellet

            Title:       VicePresident

IN WITNESS WHEREOF,intending to be legally bound hereby, the undersigned Lender has caused thisFourth Amendment to Credit Agreement by and among NUI CORPORATION, THE LENDERSPARTY HERETO and FLEET NATIONAL BANK, as Agent, to be executed by its duly authorized officers asof the date first above written.

Commitment After Reduction:           **CIBC INC.**

$6,111,111.11

Commitment Percentage:                       By:      /S/  George Knight

            0.111111%    Name:       George Knight

            Title:        Managing Director

                                                                                       CIBC World Markets Corp as Agent

IN WITNESS WHEREOF,intending to be legally bound hereby, the undersigned Lender has caused thisFourth Amendment to Credit Agreement by and among NUI CORPORATION, THE LENDERSPARTY HERETO and FLEET NATIONAL BANK, as Agent, to be executed by its duly authorized officers asof the date first above written.

CommitmentAfter Reduction:           **MELLON BANK, N.A.**

            $3,666,666.67

Commitment Percentage:                       By:      /S/  Roger N. Stanier

            0.066667%    Name:       Roger N. Stanier

            Title:        Vice President

**CONFIRMATIONOF GUARANTY**

            Each of the undersigned Guarantorshereby joins in the execution of the foregoing Fourth Amendment to CreditAgreement, dated November 13, 2002 and effective as of December 19, 2002 (the"Amendment"), to which this Confirmation of Guaranty isattached (1) to confirm its consent, to the extent required, to all of thetransactions contemplated by the Amendment and (2) to confirm and ratify itsGuaranty Agreement (the "Guaranty") entered into as requiredunder such Credit Agreement, dated as of December 19, 2001, in favor of theAgent on behalf of the Lenders, which Guaranty remains in full force andeffect.  Capitalized terms used hereinwithout definition have the meanings assigned to them in the Credit Agreement,as amended.

Each of the undersigned Guarantors hereby agrees thatthe representations and warranties contained in the Credit Agreement and theother Loan Documents with respect to the undersigned are true and correct inall material respects on and as of the date hereof as though made at and as ofsuch date, exceptto the extent that such representations and warranties expressly relate to anearlier date.  Since the Closing Date, no event or circumstance hasoccurred or exists which could reasonably be expected to have Material AdverseEffect.  As of the date hereof and aftergiving effect to the Amendment, no Potential Default or Event of Default hasoccurred and is continuing.

**                                                                            NUICAPITAL CORP.**

                                                                            By:    /S/  Charles N. Garber

               Title:Treasurer

                                                                            By:    /S/  A. Mark Abramovic

               Title:  Vice President

**                                                                            UTILITYBUSINESS SERVICES, INC.**

                                                                            By:    /S/  Charles N. Garber

               Title:Treasurer

                                                                            By:    /S/  A. Mark Abramovic

               Title:Vice President

**                                                                            NUIENERGY BROKERS, INC.**

                                                                            By:    /S/  Charles N. Garber

               Title:Treasurer

                                                                            By:    /S/  A. Mark Abramovic

               Title:Vice President

**                                                                            NUIENERGY SOLUTIONS, INC.**

                                                                            By:    /S/  Patti Helfer

               Title:  Treasurer

                                                                            By:  /S/  Robert F. Lurie

               Title:President

**                                                                            NUIENVIRONMENTAL GROUP, INC.**

                                                                            By:    /S/  Charles N. Garber

               Title:Treasurer

                                                                            By:    /S/  A. Mark Abramovic

               Title:Vice President

**                                                                            NUIENERGY, INC.**

                                                                            By:    /S/  Patti Helfer

               Title:  Treasurer

                                                                            By:  /S/  Robert F. Lurie

               Title:President

**                                                                            NUI INTERNATIONAL, INC.**

                                                                            By:    /S/  Charles N. Garber

               Title:Treasurer

                                                                            By:    /S/  A. Mark Abramovic

               Title:Vice President

**                                                                            NUITELECOM, INC.**

                                                                            By:    /S/  Patti Helfer

               Title:  Treasurer

                                                                            By:  /S/  Robert F. Lurie

               Title:President

**                                                                            NUI SERVICE, INC.**

                                                                            By:    /S/  Charles N. Garber

               Title:Treasurer

                                                                            By:    /S/  A. Mark Abramovic

               Title:Vice President

**                                                                            NUI SALES MANAGEMENT, INC.**

                                                                            By:    /S/  Charles N. Garber

               Title:Treasurer

                                                                            By:    /S/  A. Mark Abramovic

               Title:Vice President

**                                                                             T.I.C. ENTERPRISES, L.L.C.**

                                                                            By:    /S/  Charles N. Garber

               Title:Treasurer

                                                                            By:    /S/  A. Mark Abramovic

               Title:Vice President