**THIRD AMENDMENT TO CREDIT AGREEMENT**

            **THIS THIRDAMENDMENT TO CREDIT AGREEMENT** (this "Amendment") isexecuted October 25, 2002, effective (unless otherwise indicated) as ofDecember 19, 2001, by and among **NUICORPORATION**, a New Jersey corporation (the "Borrower");the lenders from time to time parties thereto (collectively, the "Lenders"and each individually, a "Lender"); **FLEET NATIONAL BANK**, as Agent for the Lenders (in such capacity,with its successors and assigns, the "Agent"); **PNC BANK, NATIONAL ASSOCIATION**, asSyndication Agent (in such capacity, with its successors and assigns, the"Syndication Agent"); and **FIRSTUNION NATIONAL BANK**, as Documentation Agent (in such capacity, with itssuccessors 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 certainamendments to the Credit Agreement, all as set forth below.

            C.           The Lenders signing below arewilling to consent to such amendments on the terms and conditions hereinafterset 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.            FixedCharge Coverage Ratio. **Section 5.3b of the Credit Agreement is amended toread in its entirety as follows:

"**5.3b           Fixed Charge Coverage Ratio**.  At no time permit, for any period of fourconsecutive Fiscal Quarters ending on or after December 31, 2001, the ratio of(i) the sum of (A) Consolidated Net Income for such period plus (B) incometaxes deducted in determining such Net Income plus (C) Consolidated FixedCharges for such period plus (D) the one-time non-cash goodwill impairment lossrecognized by the Borrower (in the Fiscal Quarter ending December 31, 2001)relating to its Subsidiary, T.I.C. Enterprises, L.L.C. ("TIC"),pursuant to SFAS 142 plus (E) the one-time non-recurring losses recognized bythe Borrower on or prior to September 30, 2002 in connection with thediscontinuance of TIC's operations pursuant to SFAS 144; to (ii) ConsolidatedFixed Charges for such period, to be less than the following:

| **Four Fiscal Quarters Ending**                      | **Minimum  Fixed Charge Coverage Ratio** |
|------------------------------------------------------|------------------------------------------|
| December  31, 2001, March 31, 2002 and June 30, 2002 | 1.75:1.00                                |
| September  30, 2002 and thereafter                   | 1.50:1.00                                |

Asused herein, the terms SFAS 142 and SFAS 144 refer to Statement of FinancialAccounting Standard No. 142 and Statement of Financial Accounting Standard No.144, respectively."

**B.**            **Sale and Leaseback.** Effective October [  ], 2002,Section 5.19 of the Credit Agreement is hereby amended to read in its entiretyas follows:

"**5.19           Sale and Leaseback**.  The Borrower shall not, and shall not permitany of its Subsidiaries to, enter into any arrangement with any Personproviding for the leasing by the Borrower or any Subsidiary of real or personalproperty which has been or is to be sold or transferred by the Borrower or suchSubsidiary to such Person if such arrangement(s), individually or in theaggregate, involve(s) consideration exceeding $50,000,000."

**C.**            **Senior Ratings; Pricing Revisions. **

1.            EffectiveOctober [  ], 2002,Section5.10 of the Credit Agreement is deleted and the following substituted therefor:

"**5.10           **[Intentionally Omitted]."

** **

2.**           **Effective October[  ], 2002,the definitionof "Applicable Euro-Rate Margin" is amended by deleting the table set forththerein and substituting the following: 

| **Senior Unsecured Debt Rating**         | **Applicable   Euro-Rate Margin** |
|------------------------------------------|-----------------------------------|
| Level 1

Greater  than or equal to A-/A3 | 52.5                              |
| Level 2

BBB+/Baa1                       | 60.0                              |
| Level 3

BBB/Baa2                        | 70.0                              |
| Level 4

BBB-/Baa3                       | 80.0                              |
| Level 5

Rated  less than BBB-/Baa3      | 190.0                             |

            3.           EffectiveOctober [  ], 2002,thedefinition of Facility Fee Rate is amended by deleting the table set forththerein and substituting the following: 

| **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                  |

**D.**            **Furnishing Information. **Section 4.2 of the Credit Agreement ishereby amended as follows:

1.            Bydeleting the words "and consolidating" from clause (C) of subparagraph (i).

2.            By deleting the words "andconsolidating" from clauses (C) and (D) of subparagaph (ii).

3.            By deleting the word "Andersen" fromsubparagraph (ii) thereof and substituting therefor "PricewaterhouseCoopersLLP".

**E.**            **Permitted Indebtedness Clarification. **Section 5.13 of the Credit Agreement ishereby amended by inserting at the beginning of subparagraph (d) thereof thefollowing:

"Indebtedness of NUI Utilities under the NUI UtilitiesCredit Agreement, as amended, extended or otherwise modified in accordance withits terms, and"

**II.            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.

** **

**III.            REPRESENTATIONS,WARRANTIES AND COVENANTS.**  The Borrower hereby represents and warrantsto, and covenants and agrees with, the Agent and the 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 reasonably beexpected 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.

            

**IV.            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.

**V.            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 Third Amendment to Credit Agreementto be executed by their respective officers thereunto duly authorized as of thedate first written above.

ATTEST:                       **NUI CORPORATION**

By: /S/  CarolA. Sliker                                              By: /S/ Charles N. Garber

Name:  Carol A.Sliker                                              Name:Charles N. Garber

 

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

**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 thisThird 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.

                        **FLEET NATIONAL BANK**

]

                        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 thisThird 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.

                        **PNC BANK, NATIONALASSOCIATION**

                        By:    /S/  Michael Richards

                        Name:      Michael Richards

                       Title:       VicePresident

IN WITNESS WHEREOF,intending to be legally bound hereby, the undersigned Lender has caused thisThird 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.

                                                                        **WACHOVIABANK, National Association**

                        **(f/k/a****FIRSTUNION NATIONAL BANK)**

                        By:     /S/  Rotcher Watkins

                        Name:       Rotcher Watkins

                       Title:       Managing Director

IN WITNESS WHEREOF,intending to be legally bound hereby, the undersigned Lender has caused thisThird 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.

                        **BANK OF TOKYO-MITSUBISHI TRUST**

                        **COMPANY**

                        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 thisThird 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.

                        **CITIZENS BANK**

                        By:    /S/   Michael Ovellet

                        Name:       Michel Ovellet

                      Title:        VicePresident

IN WITNESS WHEREOF, intendingto be legally bound hereby, the undersigned Lender has caused this ThirdAmendment to Credit Agreement by and among NUI CORPORATION, THE LENDERS PARTYHERETO and FLEETNATIONAL BANK,as Agent, to be executed by its duly authorized officers as of the date firstabove written.

                        **CIBCINC.**

                        By:     /S/  Nora Q. Catiis

                        Name:       Nora Q. Catiis

                       Title:        Authorized Signatory

IN WITNESS WHEREOF,intending to be legally bound hereby, the undersigned Lender has caused thisThird 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.

                        **MELLON BANK, N.A.**

            

                        By:     /S/  Roger N. Stanier

                        Name:       Roger N. Stanier

                       Title:        Vice President