**Exhibit10(lxiii)**

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Confidential treatment has been requested for portions ofthis exhibit.  The copy filed herewith omits the information subject tothe confidentiality request.  Omissions are designated as [*].  Acomplete version of this exhibit has been filed separately with the Securitiesand Exchange Commission

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**GAS SUPPLYASSET ASSIGNMENT AND AGENCY AGREEMENT**

            ThisGAS SUPPLY ASSET ASSIGNMENT AND AGENCY AGREEMENT (this "Agreement") is made andentered into as of the 7th day of April, 2004, by and between NUIUtilities, Inc., a New Jersey corporation having its principal place ofbusiness at One Elizabethtown Plaza, Union, New Jersey 07083 ("NUIU"), andCinergy Marketing and Trading, LP, a Delaware limited partnership having itsprincipal place of business at 1100 Louisiana, Suite 4900, Houston, Texas 77002("CMT").

            **WHEREAS,** subject to the terms andconditions contained herein, CMT agrees to accept, and NUIU agrees to grant,the assignment or, in the case of non-assignable agreements, the agency tocontrol NUIU's supply assets including the rights and the obligations underNUIU's existing Gas supply arrangements during the Term; and

            **WHEREAS,** subject to the terms andconditions contained herein, CMT would be permitted to use NUIU's supply assetsin furtherance of CMT's overall business strategies and transactions, includingits obligations to NUIU under the Gas Supply Agreement; and

            **WHEREAS,** subject to the terms andconditions contained herein, NUIU also would be entitled to receive certain paymentsfrom CMT during the Term in consideration for CMT's right to utilize and derivethe profits or losses with respect to the Supply Assets; and 

            **NOW, THEREFORE,** in consideration of themutual agreements, covenants, and conditions herein contained, NUIU and CMTagree as follows:

**ARTICLE 1.  DEFINITIONS**

            Asused in this Agreement, the following terms shall have the following meanings; any term used herein that is defined in theGas Supply Agreement shall have that definition incorporated herein:

            (a)        "Affiliate" means with respect to anyPerson, any other Person that directly, or indirectly through one or moreintermediaries, controls, is controlled by, or is under common control withsuch Person.  The term "control"(including, with correlative meaning, the terms, "controlled by" and "undercommon control with") as used with respect to any Person, means the possession,directly or indirectly, of the power to direct or cause the direction of themanagement and policies of such Person, whether through the ownership of votingsecurities, by contract or otherwise.

            (b)        "Agreement" means this Gas Supply AssetAssignment and Agency Agreement, including all amendments, modifications orsupplements thereto.

            (c)        The terms "assign," "assigned" and"assignment," when used in the context of a Gas transportation or storagearrangement, shall be deemed to include Capacity Releases.

            (d)        "Assigned Contracts" shall have themeaning assigned to such term in Section 2.1.

            (e)       [*]

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            (f)         "Btu" means the amount of energy requiredto raise the temperature of one pound of pure water one degree Fahrenheitfrom 59 degrees Fahrenheit to 60 degrees Fahrenheit .  The term "MMBtu" means one million Btus.

           (g)        "Business Day" shall mean any day onwhich Federal Reserve member banks in New York City are open for business, andshall begin at 8:00 a.m. E.S.T. and close at 5:00 p.m. E.S.T. 

            (h)        "Capacity Release" (and to "ReleaseCapacity") means the release of transportation or storage capacity pursuant tothe terms and conditions of an effective FERC gas tariff of a Gas transporteras contemplated by 18 C.F.R. Part 284 or successor regulations, and "ReleasedCapacity" shall refer to capacity that has been released pursuant to a CapacityRelease.

            (i)   "Confidential Information" meanstrade secrets, patentable or non-patentable inventions and ideas, know-how,formulae, processes, designs, sketches, plans, drawings, specifications,reports, projections, plant and equipment expansion plans, lists of employees,customers and suppliers, monetizing techniques and strategies, commodity andderivatives hedging and trading strategies and techniques, financial statementsand other financial data, pricing information, cost and expense information,product development, strategic and marketing plans and all other information,data and experience of any kind whatsoever, whether technical, marketing orfinancial, regarding the business, facilities and operations of NUIU and itsAffiliates or of CMT and its Affiliates, as the case may be, whether oral,written or electronic.  "ConfidentialInformation" also shall be deemed to include all notes, analyses, compilations,studies, interpretations and other documents or electronic recording, whichreflect Confidential Information furnished pursuant to the terms of anyTransaction Agreement, the Guaranty or any transaction contemplated hereby orthereby.  The term "ConfidentialInformation" shall not include information which a recipient can demonstrate:(a) is or becomes generally available to the public other than as a result ofdisclosure by the recipient; (b) was within the recipient's possession prior toit being furnished by or on behalf of the other Party, provided that the sourceof such information was not known by the recipient to be bound by aconfidentiality agreement with, or other contractual, legal or fiduciaryobligation of confidentiality to, the disclosing Party or any other Party withrespect to such information; (c) becomes available to the recipient on anon-confidential basis from a source other than the disclosing Party or any ofits Representatives, provided that such source is not known by the recipient tobe bound by a confidentiality agreement with, or other contractual, legal orfiduciary obligation of confidentiality to, the disclosing Party or any otherParty with respect to such information; or (d) was independently developed bythe recipient without reference to the Confidential Information, provided suchindependent development can reasonably be demonstrated by the recipient.  The term "recipient," as used in thisAgreement, refers to the Person receiving any item of Confidential Informationand the Affiliates of such Person.

            (j)         "Consequential Damages" shall have themeaning assigned to such term in Section 7.4.

            (k)        "Counterparty"means, as to any Supply contract, the party to such contract other than NUIU.

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            (l)         "Daily Delivery Quantity" (or "DDQ")shall have the meaning given such term in the Gas Supply Agreement.

            (m)      "Day" means a period of 24 consecutivehours, beginning 10:00 a.m. E.T. on any calendar Day and ending at 10:00 a.m.E.T. on the following calendar Day.

            (n)        [*] 

            (o)       "E.S.T." means Eastern StandardTime.

            (p)        "Effective Date" shall have the meaningassigned to such term in the introductory sentence of Article 4 of thisAgreement.

            (q)        "Excluded Liabilities" means anyliabilities or obligations that either: (a) arise under or are attributable toacts or omissions of NUIU or its Counterparty under any Gas Contract before orafter the Term, (b) arise under or are attributable to acts or omissions ofNUIU or its Counterparty under any Non-Assigned Contract during the term,unless such liability arises as the result of CMT's actions as NUIU's agentunder such Non-Assigned Contract, or (c) arise as a result of any breach byNUIU of any Transaction Agreement.

            (r)        "FERC" means the Federal EnergyRegulatory Commission, or any successor federal agency.

            (s)        "Gas" means methane and other gaseoushydrocarbons meeting the quality standards and specifications of NUIU'supstream pipeline suppliers.

            (t)         "Gas Contract" means any Gas SupplyContract, any Gas Storage Contract or any Gas Transportation Contract.

            (u)        "Gas Supply Agreement" means the Gas Supply Agreement, datedas of the date hereof, between NUIU and CMT, as amended or supplemented fromtime to time, incorporated herein by this reference and attached hereto as **Exhibit C.**

            (v)        "GasStorage Contract" means any Gas storage contract entered into by NUIU to storeGas during the Term for NUIU.

            (w)       "Gas Supply Contract" means any Gas supplycontract entered into by NUIU to supply Gas during the Term to NUIU.

            (x)        "Gas Transportation Contract" means anyGas transportation contract entered into by NUIU to transport Gas during theTerm directly or indirectly to NUIU, along with any ancillary agreements suchas operational balancing agreements, exchange, parking, hub service, gassupply, peaking or other agreements.3

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            (y)        "Governmental Authority" means anynation, state, sovereign or government, any federal, regional, state, local orpolitical subdivision and any entity exercising executive, legislative,judicial, regulatory or administrative functions of or pertaining togovernment, including without limitation the NJBPU and FERC.

            (z)        "Grandfathered Transaction" mean the Gaspurchase and sale transactions between NUIU and CogenTechnologies.

            (aa)      "Hedging Program" shall mean NUIU's GasProcurement Strategy and Plan ("GPS&P") as filed with the New Jersey Boardof Public Utilities, a copy of which shall be provided to CMT

            (bb)      "Independent Amount" shall mean FiveHundred Thousand Dollars ($500,000.00) per month in the Summer Season, and TwoMillion Dollars ($2,000,000.00) per month during the Winter Season.

            (cc)      "Initial Storage Inventory" shall mean,with respect to any Storage Asset, the quantity of Gas in such Storage Asset onApril 1, 2004.

            (dd)      "Investment Grade" shall mean having along term debt rating of "Baa3" or higher by Moody's Investment Service and"BBB-" or higher by Standard & Poor's.

           (ee)      "Liens" means any claims, liens,encumbrances, security interests, pledges, options, charges, restrictions anddefects in title of any nature whatsoever, except for indentures, mortgages orsimilar security interests created in connection with NUIU's ordinary coursebond issuances and similar indebtedness. 

            (ff)        "Natural Gas Act" means the Natural GasAct of 1938, as amended.

            (gg)      "Non-Assignable Contracts" shall have themeaning assigned to such term in Section 2.2.

            (hh)      "NJBPU Filings" means NUIU's submission orsubmissions to the NJBPU containing NUIU's request for authorization for NUIUto enter into the transactions contemplated in the Transaction Agreements, andfor such other authorizations, waivers or determinations as NUIU in its solediscretion shall determine are necessary or appropriate for NUIU to performunder the Transaction Agreements.

            (ii)        "NJBPU" means the New Jersey Board ofPublic Utilities.

            (jj)        "NUIU" shall have the meaning set forthin the introductory sentence to this Agreement and includes NUIU's New Jersey,Florida and Maryland divisions.

            (kk)      "Operational Procedures" means theprocedures agreed upon by the Parties for communications, notices, scheduling,forecasting and other activities pertaining to the arrangements contemplated bythe Transaction Agreements.  The Partiesagree to negotiate in good faith to reach agreement on the OperationalProcedures.

            (ll)        "Parties" means, collectively, NUIU andCMT.

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            (mm)   "Performance Assurance" shall mean anirrevocable stand-by letter of credit, guaranty, cash collateral, prepayment orother good and sufficient security of a continuing nature, satisfactory in aform determined by the requesting Party in its reasonable discretion.

            (nn)      "Person" means an individual, corporation,partnership, joint venture, limited liability company trust, university,unincorporated organization, or a government or any agency or politicalsubdivision thereof.

            (oo)      "Representatives" shall have the meaningassigned to such term in Section 8.3.

            (pp)      "Resale Agreement" means the Base GISBAgreement between NUIU and CMT or any successor Gas purchase and sale agreementbetween the Parties.

            (qq)      "SEC" means the United States Securitiesand Exchange Commission or any successor federal agency that may regulate theissuance and sale of securities.

            (rr)       "Supply Assets" means, collectively, theSupply Contracts and the right of CMT to use Gas in storage in accordance withSection 2.5.

            (ss)      "Supply Contracts" means, collectively,the Assigned Contracts and the Non-Assignable Contracts.

            (tt)        "Taxes" means any or all ad valorem,property, occupation, severance, production, extraction, first use,conservation, BTU or energy, gathering, pipeline, utility, gross receipts, gasor oil revenue, gas or oil import, privilege, sales, use, consumption, excise,lease, transaction, and other or new taxes, governmental charges, licenses,fees, permits and assessments, or increases therein, but otherwise excludingtaxes based on net income or net worth.

            (uu)      "Term" shall have the meaning assigned tosuch term in Section 2.9.

            (vv)      "Transaction Agreement" means thisAgreement, the Gas Supply Agreement and the Resale Agreement, as each may beamended or supplemented from time to time.

           (ww)   [*]

**ARTICLE 2. TERMS AND CONDITIONS**

            2.1.      Assignment Of Certain Contracts.  Subject to the terms and conditions containedherein, NUIU agrees to assign to CMT, through Capacity Release or other means,effective for the Term, all of NUIU's right, title and interest in thefollowing contracts (the "Assigned Contracts"), free and clear of all Liens:

                        (a)        each Gas Transportation Contract listedon **Part 1 to Exhibit A**hereto;

                        (b)        each Gas Storage Contract listed on **Part II to Exhibit A** hereto; and

                        (c)        each Gas Supply Contract listed on **Part III to Exhibit A**  hereto.

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Each such assignment that is a Capacity Release shall bedone at the maximum rate, as contemplated by 18 C.F.R. Part 284 or successorregulations.

            2.2.      Agency For Certain Contracts.  Subject to the terms and conditionscontained herein, NUIU hereby appoints CMT, and CMT accepts NUIU's appointment,as NUIU's exclusive agent and attorney-in-fact for the Term under the followingcontracts (the "Non-Assignable Contracts"):

                        (a)        each Gas Supply Contract listed on **Part IV to Exhibit A** hereto;

                        (b)         eachGas Transportation Contract listed on **PartV to Exhibit A**  hereto; and

                        (c)        each Gas Storage Contract listed on **Part VI to Exhibit A** hereto.

            2.3.      NUIU's Capacity Release Obligation.  NUIU shall be entitled to recall ReleasedCapacity in the manner, volume, and to the extent necessary for NUIU to satisfyits obligations imposed by any Governmental Authority to provide transportationcapacity to third party suppliers serving customers on NUIU's system.  If such recall will result in a reduction inthe transportation capacity available to CMT of more than 1,000 dekatherms perday, NUIU shall provide CMT with thirty(30**)** Days prior writtennotice before exercising any such recall right and the parties shall meet ingood faith to determine whether the reduction in capacity available to CMTshall result in any modifications to this Agreement.  If the Parties have not reached mutual agreement as to themodification(s) resulting from a recall within thirty (30) days after theexercise of such a recall, the matter may be subject to arbitration underArticle 9 of this Agreement. Notwithstanding anything to the contrary in any capacity releasetransaction executed through the individual pipeline electronic bulletin boardprocedures, the Parties agree that NUIU's rights to recall capacity shall belimited to one of the following events occurring: (i) obligations to providecapacity to third parties as required by NUIU's tariff as approved byappropriate Governmental Authorities as identified above; (ii) the declarationby NUIU of an Early Termination Date pursuant to Sections 6.2; (iii) theexpiration of the Term; or (iv) if CMT fails to perform as set forth in Section5.01 of the Gas Supply Agreement (and in such circumstances such recall rightshall be only for the amount of day(s) necessary for NUIU to serve its loadusing the released capacity, unless such CMT failure has resulted in the earlytermination of the Transaction Agreements under Article 6 hereof).

            2.4.      Assumption Of Liabilities.  Subject to the terms and conditionscontained herein, CMT agrees to assume, pay, perform, satisfy and discharge allAssumed Liabilities, unless such liability was caused by CMT acting at thedirection of NUIU.  CMT shall have noobligation related to the Excluded Liabilities nor shall it be obligated topay, perform, satisfy, participate in any way in the resolution of, or dischargeany Excluded Liabilities. As between the Parties to the Transaction Agreements,NUIU agrees to be fully responsible for all Excluded Liabilities.   

            2.5.      Gas In Storage.  Subject to the terms and conditionscontained herein and in the Gas Supply Agreement, CMT shall have the right, inits sole discretion, during the Term to have dispatch control with respect toall Gas in storage attributable to the Gas Storage Contracts.  NUIU hereby transfers title to the InitialStorage Inventory in the Part 284 Storage Assets to CMT to the extent that suchgas is stored under a contract assigned to CMT under Section 2.1 of thisAgreement.  As consideration for thistransfer, CMT shall have an obligation to transfer to NUIU title to Gas in theStorage Assets in accordance with the terms of Sections 6.4 and 6.5 of the thisAgreement at the expiration or termination of this Agreement. 

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            2.6.      [*] 

            2.7.      Payment Of Certain Charges.  NUIU agrees to pay CMT for 100% of alldemand and reservation charges CMT pays to Counterparties under the SupplyContracts.  NUIU shall be entitled, atits sole expense, to audit those applicable books and records of CMT to verifythe accuracy of CMT's payment of such demand and reservation charges, at CMT'soffices and at a time during reasonable business hours acceptable to bothParties.  CMT shall pay to NUIU allcredits or refunds CMT receives from Counterparties attributable to (i) demandand reservation charges CMT or NUIU paid to Counterparties under the SupplyContracts, and (ii) commodity charges NUIU paid to Counterparties under theSupply Contracts (collectively, "Refunds"). In the event CMT has not forwarded or reflected any such credit orrefund to NUIU in the very next billing cycle after receipt ofsuch a Refund, CMT shall reimburse NUIU for interest accumulated on Refundsduring the period between the date CMT should have returned such Refunds andthe date CMT pays or credits such Refund to NUIU, and the interest rate thereonshall be equal to the percentage rate prescribed by the Federal EnergyRegulatory Commission regulations from time to time applicable generally tocustomer refunds made by pipelines of credits received from suppliers. 

            2.8.      NJBPU Authorizations.  NUIU shall submit the NJBPU Filings to theNJBPU by April 1, 2004.         

            2.9.      Term.  The term of this Agreement (the "Term") shall commence on theEffective Date and shall end on March 31, 2005 unless earlier terminated asexpressly provided in this Agreement. 

**ARTICLE 3.  AGREEMENTS**

            3.1.      Preservation Of Supply Assets.  Except as set forth in Section 2.3, duringthe Term NUIU shall not sell, convey, transfer, assign or deliver any interestin any Supply Asset to any Person other than CMT unless NUIU has provided CMTprior written notification of such sale, conveyance, transfer, assignment or deliveryand CMT has indicated to NUIU in writing that such action, in CMT's solediscretion, will have no effect on CMT's ability to obtain the full economicbenefit of the Supply Assets.  NUIUshall not allow any of the NUIU Assets identified in Exhibit A to the GasSupply Agreement to expire before or during the Term of this Agreement andshall take whatever actions are necessary to enter into, extend, renew orroll-over the term of any such NUIU Asset until at least through the end of theTerm.  CMT shall take no action thatprevents NUIU from receiving the full economic benefits of all of the SupplyAssets after the end of the Term with no diminution in such assets occurringduring the Term.  NUIU shall have theright to advise any Counterparty that NUIU's assignment to CMT or NUIU'sappointment of CMT as NUIU's agent, as the case may be, is subject totermination as provided in Article 6 of this Agreement.

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            3.2.      CMT's Rights And Obligations Under TheNon-Assignable Contracts.  Duringthe Term, CMT shall act as NUIU's exclusive agent for all purposes under theNon-Assignable Contracts and, in so acting, may exercise all of NUIU's rightsunder the Non-Assignable Contracts and receive the benefits thereof during theTerm.  CMT shall be entitled to exerciseits authority with respect to the Non-Assignable Contracts in a manner thatwould give CMT maximum flexibility and utilization under the Non-AssignableContracts during the Term, provided that CMT shall in all respects comply withthe terms and conditions of the Non-Assignable Contracts and perform all of theobligations of NUIU thereunder except for Excluded Liabilities.  CMT shall be entitled to cause NUIU to takesuch actions as may be required to enforce NUIU's rights under theNon-Assignable Contracts during the Term. CMT shall defend and, if required to do so, pay any claims made underthe Non-Assignable Contracts except to the extent such claims relate toExcluded Liabilities and except to the extent such claim was caused by an actor omission of NUIU, or by CMT as a result of CMT following the direction ofNUIU.  If any claim relates to ExcludedLiabilities, CMT shall have no obligation to defend or participate in anynegotiation, arbitration or other proceeding for or on behalf of NUIU.  CMT may negotiate with any Counterparty to aNon-Assignable Contract any settlement of an Assumed Liability with suchCounterparty, except that no such settlement shall be permitted without theconsent of NUIU if it would have any effect after the end of the Term or onExcluded Liabilities and, in connection with such settlements, CMT shallreceive the benefits thereof or make any payments on Assumed Liabilities.

            3.4.      Resales Under The Gas Supply Contracts.  CMT shall be entitled to require NUIU tosell to CMT, pursuant to a Resale Agreement, Gas that CMT acting as NUIU'sagent causes NUIU to purchase. Deliveries of Gas under such Resale Agreement shall be made at the samepoint at which such Gas was delivered to NUIU, or in any event at such othermutually agreeable delivery points at which CMT may lawfully obtain title andownership of the Gas and to which points CMT, acting as NUIU's agent, would beable to deliver such Gas.  The pricepayable by CMT under such Resale Agreement shall be equal to the price payableby NUIU to which the resale relates and any costs incurred by NUIU to transportsuch Gas to the point at which NUIU sells such Gas to CMT under the ResaleAgreement, together with all Taxes and charges that NUIU must pay or remit as aresult of such sale and/or transportation.

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            3.5.      Amendments And Waivers Of SupplyContracts.  CMT shall not amend,extend or cause the early termination of any Supply Contract that survives theTerm without the prior written consent of NUIU.

            3.6.      New Contracts.  Except as set forth herein, NUIU shall notenter, nor commit to enter, into any new Gas Contract that will be effectiveduring the Term to satisfy NUIU's Gas requirements without the prior writtenconsent of CMT; provided, however, that (a) NUIU shall continue to diligentlymonitor its load patterns and forecasts during the Term and use reasonableefforts to bring to the attention of CMT future contract opportunities or othersimilar arrangements that could be entered into by NUIU and included within theSupply Assets, and (b) NUIU shall be permitted to (i) enter into, commit toenter into, or have in place any Gas supply, transportation or storage contractor any other commitments where the start date of such contract or othercommitment would be after the end of the Term, and (ii) renew, or enter into new,Gas Contracts as deemed necessary by NUIU during the Term, provided thatsuch contract renewals or new contracts shall not be included in the SupplyAssets absent the mutual agreement of the Parties.  Notwithstanding the foregoing clauses (i) and (ii), NUIU shallnot be permitted to utilize any such assets or contracts to reduce the amountof Gas it would otherwise purchase from CMT under the Gas SupplyAgreement.  Further, notwithstanding theforegoing, NUIU shall execute additional gas supply arrangements for deliveryat NUIU's City Gate on or before November 1, 2004, in such quantities as NUIUshall determine.  Third parties maysupply such needs, provided, CMT shall have a right to match any offer thatNUIU is prepared to accept to meet such supply needs.  If NUIU purchases these supply needs from a third party, CMTshall act as NUIU's agent under any supply contracts to provide these supplyneeds.

            3.7.      Cooperation.  CMT and NUIU shall fully cooperate in goodfaith and make commercially reasonable efforts to carry out the intent of thetransactions contemplated in the Transaction Agreements, including actionsnecessary to properly administer and implement the terms of the SupplyContracts with the Counterparties thereto and in connection with any proceedingsor litigation relating thereto.  TheParties anticipate that representatives of NUIU and CMT would meet periodicallythroughout the Term to review developments affecting the subject matter hereof,including, without limitation, changes in NUIU's actual or projected firmdemand requirements and prospective regulatory changes that could affect thetransactions contemplated in the Transaction Agreements.

            3.8       ImplementingNUIU's Hedging Program.  CMT shallconsult with and use commercially reasonable efforts to provide marketintelligence and toassist NUIU with communications with its broker in implementing itsHedging Program.  Provided, however, CMTshall have no obligation, liability or responsibility whatsoever, including butnot limited to any obligation to indemnify NUI, its Affiliates or any NUIURepresentative, for or related to any transaction NUIU enters into or does notenter into as part of its Hedging Program unless otherwise agreed in a writingsigned by both Parties.  

**ARTICLE 4.  CONDITIONS PRECEDENT**

            Eachof the Parties agrees to use commercially reasonable efforts to satisfy, on orbefore April1, 2004 (the "Effective Date"), each of the following conditionsprecedent insofar as it is applicable to such Party:

            4.1.      Representations And Warranties.  For each Party, each of the representationsand warranties set forth in Article 5 of this Agreement for such Party shall betrue, accurate and correct at the Effective Date with the same effect as thoughmade at and as of such time.

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            4.2.      Supply Assets. (a) NUIU shall haveassigned/released all Assigned Contracts to CMT for the Term free and clear ofall Liens and obtained all requisite consents to such assignments ascontemplated in Section 2.1 hereof, and (b) for each Non-Assignable Contract,either (i) NUIU shall have appointed CMT as NUIU's exclusive agent under suchcontract for the Term as contemplated in 2.2 hereof free and clear of all Liensand obtained all requisite consents to such appointment, including, if suchcontract imposes a non-disclosure obligation on NUIU, a consent or waiver fromthe Counterparty permitting NUIU to disclose to CMT the commercial terms ofsuch contract specifically for the purpose of CMT acting as NUIU's agent undersuch contract for the Term, or (ii) to the extent that after reasonablediligence NUIU is unable to satisfy the conditions set forth in clause (i)above, NUIU and CMT shall have agreed on an arrangement whereby NUIU exercisesits rights and performs its obligations under such contract only as directed byCMT and CMT reimburses NUIU for all payments made by NUIU under such contractrelated to transactions that are not to serve NUIU's requirements.

            4.3.      NJBPU Filings.  NUIU shall have submitted the NJBPU Filingsto the NJBPU.

            4.4.      No Proceedings Or Litigation.  Except for any proceeding arising out of orin connection with the NJPBU Filings, no action, suit or proceeding before anyGovernmental Authority shall have been commenced, and no investigation by anyGovernmental Authority shall have been commenced or threatened, against CMT,NUIU or any of either Party's respective officers or directors, seeking torestrain, prevent or change the transactions contemplated by any or all of theTransaction Agreements, or seeking damages in connection with suchtransactions.

            4.5.      Regulatory Authorizations.  Except for the authorizations and waiverssought by NUIU in connection with the NJBPU Filings, the Parties shall havereceived all governmental consents or approvals required or reasonablynecessary to perform each Transaction Agreement (including, without limitation,compliance with the provisions of the Hart-Scott-Rodino Antitrust ImprovementsAct of 1976, as amended, if compliance is required), without materialmodification of such Transaction Agreement.

           4.6       Guaranty.  NUI and Cinergy Corp., CMT's parent, shallhave executed a corporate guaranty agreement in a form and substance acceptableto NUIU and Cinergy Corp. and providing that Cinergy Corp. will guarantee CMT'sobligations under all Transaction Agreements. 

            4.7.      Failure Of Conditions Precedent.  Each Party agrees to use commerciallyreasonable efforts to take, or cause to be taken, all actions and to do, orcause to be done, all things necessary, proper or advisable for such Party tosatisfy the conditions precedent set forth in this Article 4 applicable toit.  Each Party shall provide the otherParty with written notice promptly following the satisfaction of the conditionsprecedent applicable to such notifying Party, as described in this Article4.  In the event a condition precedentset forth in this Article 4 has not been satisfied, or waived in writing by theParty entitled to rely on such condition precedent, on or prior to theEffective Date, then this Agreement may be terminated five (5) Business Daysfollowing written notice sent by one Party to the other, except that suchtermination shall not be effective if within such five (5) Business Day periodsuch condition precedent is satisfied or waived by the other Party.

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**ARTICLE 5.  REPRESENTATIONS,WARRANTIES AND ACKNOWLEDGEMENTS**

            5.1.      NUIU.  NUIU represents and warrants as follows:

                        (a)        NUIU is a corporation duly organized,validly existing and in good standing under the laws of the State of NewJersey.

                        (b)        NUIU has all requisite corporate powerand authority to own its respective properties and assets and to carry on itsrespective businesses as currently conducted and as proposed to be conductedduring the Term.  NUIU has all requisitecorporate power and authority to execute, deliver and (provided the NJBPU hasnot disapproved such agreement) perform its obligations under each TransactionAgreement to which it is a party.

                        (c)        Each Transaction Agreement to which NUIUis a Party has been duly authorized, executed and delivered by NUIU, theTransaction Agreements collectively constitute a single, integrated agreement,and each constitutes a legal, valid and binding obligation of NUIU enforceableagainst it in accordance with its terms, except as such enforceability may belimited by applicable bankruptcy, insolvency, fraudulent transfer,reorganization, moratorium or other laws from time to time in effect relatingto creditors' rights generally and to general equity principles.

                        (d)        CMT has received true and correct copiesof each of the Supply Contracts (including all exhibits and schedulesconstituting part thereof) and all amendments thereto, waivers relating theretoand other agreements affecting the terms thereof during the Term.  Except as set forth on **Exhibit A**, each of the Supply Contracts is in full force and effectand is valid, binding and enforceable in accordance with its terms with nodefault, anticipated or threatened default or failure of performance orobservance of any obligations or conditions contained therein, and no notice ofdefault or no notice of intention to terminate any Supply Contract has beenprovided.

                        (e)        Assuming that the NJBPU does notdisapprove this Agreement, the execution, delivery and performance by NUIU ofeach Transaction Agreement to which it is a party, and all other Agreements andinstruments to be executed and delivered by NUIU pursuant hereto or thereto orin connection herewith or therewith, and compliance with the terms andprovisions hereof and thereof, do not and will not (i) violate any provision ofany law, statute, rule or regulation, order, writ, judgment, injunction,decree, governmental permit, determination or award having applicability toNUIU or any of its properties or assets, (ii) conflict with or result in abreach or violation of or constitute a default under any provision of thecharter documents, by-laws or other comparable documents of NUIU or (iii)require any consent, approval or notice under or result in a violation orbreach of or constitute (with or without due notice or lapse of time or both) adefault (or give rise to any right of termination, cancellation oracceleration) under any note, bond, mortgage, license, contract, agreement orloan or credit agreement to which NUIU is a party or by which NUIU or any of itsproperties or assets may be bound or affected.

                        (f)         To the best of NUIU's knowledge, noneof the information supplied by NUIU to CMT, including information and dataprovided in NUIU's Request for Proposal process, as updated, contains anyuntrue statement of a material fact or omits to state any material fact whichis required to be stated therein or which is necessary in order to make thestatements therein, in light of the circumstances under which they were made,not misleading.

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                        (g)        With the exception of proceedings beforethe NJBPU, there is no action or proceeding pending or, to the knowledge ofNUIU, contemplated or threatened against or affecting NUIU or its properties orassets before or by any Governmental Authority, which relates to or challengesthe legality, validity or enforceability of any Transaction Agreement or theability or obligation of NUIU to perform fully on a timely basis any obligationwhich it has or shall have under any Transaction Agreement to which it is aParty.

                        (h)        With the exception of a filing with theNJBPU, no authorization, consent, approval, waiver, license, qualification orformal exemption from, nor any filing, declaration, qualification orregistration with, any Governmental Authority or any other Person is requiredin connection with the execution, delivery or performance by NUIU of eachTransaction Agreement to which it is a Party. No Transaction Agreement is a material contract (within the meaning ofRegulation S-K promulgated by the SEC) and is not required to be filed by NUIUas an exhibit to any registration statement, schedule or report filed orrequired to be filed with the SEC or by NUIU or any of its Affiliates with anyother Governmental Authority.

            5.2.      CMT.  CMT represents and warrants as follows:

                        (a)        CMT is a limited partnership dulyorganized, validly existing and in good standing under the laws of the State ofDelaware.

                        (b)        CMT has all requisite corporate powerand authority to own its respective properties and assets and to carry on itsrespective businesses as currently conducted and as proposed to be conducted asof the date of this Agreement.  CMT hasall requisite corporate power and authority to execute, deliver and perform itsobligations under each Transaction Agreement to which it is a party.

                        (c)        Each Transaction Agreement to which CMTis a party has been duly authorized, executed and delivered by CMT, theTransaction Agreements collectively constitute a single, integrated agreement,and each constitutes a legal, valid and binding obligation of CMT enforceableagainst it in accordance with its terms, except as such enforceability may belimited by applicable bankruptcy, insolvency, fraudulent transfer,reorganization, moratorium or other laws from time to time in effect relating tocreditor's rights generally and to general equity principles.

                        (d)        The execution, delivery and performanceby CMT of each Transaction Agreement to which it is a party, and all otherAgreements and instruments to be executed and delivered by CMT pursuant heretoor thereto or in connection herewith or therewith, and compliance with theterms and provisions hereof and thereof, do not and will not (i) violate anyprovision of any law, statute, rule or regulation, order, writ, judgment,injunction, decree, governmental permit, determination or award havingapplicability to CMT or any of its properties or assets, (ii) conflict with orresult in a breach or violation of or constitute a default under any provisionof the charter documents, by-laws or other comparable documents of CMT or (iii)require any consent, approval or notice under or result in a violation orbreach of or constitute (with or without due notice or lapse of time or both) adefault (or give rise to any right of termination, cancellation or acceleration)under any note, bond, mortgage, license, contract, agreement or loan or creditagreement to which CMT is a party or by which CMT or any of its properties orassets may be bound or affected.   

                        (e)        There is no action or proceeding pendingor, to the knowledge of CMT, contemplated or threatened against or affectingCMT or its properties or assets before or by any Governmental Authority, whichrelates to or challenges the legality, validity or enforceability of anyTransaction Agreement or the ability or obligation of CMT to perform fully on atimely basis any obligation which it has or shall have under any TransactionAgreement to which it is a Party.

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                        (f)         No authorization, consent, approval,waiver, license, qualification or formal exemption from, nor any filing,declaration, qualification or registration with, any Governmental Authority orany other Person is required in connection with the execution, delivery orperformance by CMT of each Transaction Agreement to which it is a Party.  No Transaction Agreement is a materialcontract (within the meaning of Regulation S-K promulgated by the SEC) and isnot required to be filed by CMT as an exhibit to any registration statement,schedule or report filed or required to be filed with the SEC or by CMT or anyof its Affiliates with any other Governmental Authority.

                        (g)        To the best of CMT's knowledge, none ofthe information supplied by CMT to NUIU as part of its response to NUIU'sRequest for Proposal contains any untrue statement of a material fact or omitsto state any material fact which is required to be stated therein or which isnecessary in order to make the statements therein, in light of thecircumstances under which they were made, not misleading.

**ARTICLE 6.  EVENTS OF DEFAULTAND EARLY TERMINATION OF AGREEMENT**

            6.1.      Early Termination.  The following events, which shall becharacterized as events of default, or events of early termination shall begrounds for a Party (the "Terminating Party") to terminate all of theTransaction Agreements.  Notwithstandingany provision of this Agreement or the Gas Supply Agreement to the contrary, atermination of any Transaction Agreement will terminate all, and no less thanall, Transaction Agreements between CMT and NUIU:

                        (a)        If the other Party fails to make payment(other than a pre-payment) of any amounts due under any provision of anyTransaction Agreement, which failure continues for a period five (5) Days afterreceipt of written notice of such non-payment.

                        (b)        If any representation or warranty madeby the other Party under any Transaction Agreement shall prove to have beenfalse or misleading in any material respect when made or deemed to be repeated.

                        (c)        If CMT, unless excused by reason ofForce Majeure, fails on any Day (the "Default Day") to comply with itsobligation under the Gas Supply Agreement to schedule for delivery to NUIU theDDQ on such Day as defined in the Gas Supply Agreement and NUIU is unable tofind other means of covering such DDQ on such Default Day as contemplated in Section5.01 under the Gas Supply Agreement and such failure by CMT causes NUIU tocurtail sales to some or all of its firm customers.

                        (d)        If the other Party fails to complysubstantially with any material provision of any Transaction Agreement, whichfailure continues for a period of five (5) Days after written notice of suchnon-compliance.

                        (e)        If the other Party shall: (i) make anassignment or any general arrangement for the benefit of creditors, (ii) file apetition or otherwise commence, authorize or acquiesce in the commencement of aproceeding or case under any bankruptcy or similar law for the protection ofcreditors, or have such petition filed against it, or (iii) be unable to payits debts as they fall due.

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                        (f)         If the NJBPU acts in a mannerconcerning any Transaction Agreement which NUIU determines, in its solejudgment, to be either unfavorable or which has the effect of prohibiting orrescinding the transfer of Supply Assets to CMT, or if the NJBPU's actionrequires a modification of any of the Transaction Agreements that is notagreeable to both Parties.

                        (g)        For either Party, if existing federal,state and local regulatory rules, regulations and policies that serve as thebasis for the transactions described in the Transaction Agreements and that aregenerally applicable to similarly situated parties (including the FERC'scurrent use of a straight fixed variable rate design for pipeline rates and itsCapacity Release program) shall be eliminated or otherwise modified in anymanner that would be reasonably likely to have a material adverse effect onsuch Party or the benefits it anticipates deriving from the transactionsdescribed in the Transaction Agreements.

                        (h)        For either Party, if: (i) a court orgovernmental agency with jurisdiction (including without limitation the NJBPU)reverses, withdraws or otherwise modifies, with a result unacceptable to suchParty in its sole discretion, any NJBPU order, ruling, opinion or otherdetermination believed to be necessary to proceeding with the transactionscontemplated under the Transaction Agreements, (ii) such change causes theimpacted Party to incur any material capital or operating cost, or loss ofopportunity, related to the provision or receipt of services contemplatedherein, and (iii) the Parties are unable, after good faith negotiations, torenegotiate the Agreement to comply with such reversal, withdrawal ormodification and maintain the same level of service or benefit.

                        (i)         For CMT, if a court or governmentalagency with jurisdiction determines that CMT is subject to the jurisdiction ofthe NJBPU during the Term as a result of the execution, delivery or performanceof any Transaction Agreement.

                        (j)         For NUIU, if there is a Change ofControl of NUIU or its parent company, NUI Corporation, in which case NUIU mayterminate this Agreement prior to the expiration of the term by giving CMTthirty (30) days advance written notice. Any such termination shall be effective the first day of the next monthafter the 30 day period has transpired. For purposes of this Agreement, a "Change in Control" shall mean theclosing of any merger, reorganization, share exchange, consolidation, businesscombination, recaptialization, or similar transaction involving NUIU or NUICorporation or any purchase or sale of 50% or more of the consolidated assetsof NUI Corporation and its subsidiaries, taken as a whole, or any purchase orsale of, or tender or exchange offer for, its equity securities that, ifconsummated, would result in any person (or the stockholders of such person)beneficially owning securities representing 50% or more of its total votingpower of NUIU or NUI Corporation.

                        (k)        If either Party fails to provide anyPerformance Assurance to be provided to the other Party within three (3) BusinessDays of a written request.

            6.2       Early Termination and Remedies.

                        (a)        In the event one of the events describedin Section 6.1 has occurred and is continuing, the Terminating Party may, atits sole election, immediately withhold and/or suspend deliveries or paymentsupon written notice to the other Party (the "Terminated Party") and orterminate and liquidate all, and no less than all, of the TransactionAgreements.  If an event giving rise toa right of termination has occurred and is continuing, the Terminating Partyshall have the right to designate a day, by giving written notice of the day(the "Early Termination Date") and the reasons therefore to the TerminatedParty, which Early Termination Date shall be effective no earlier than thesecond (2nd) day after such notice is given (or four (4) hours in the case of adefault under Section 6.1(c)) and no later than twenty (20) days following thereceipt of said notice.   

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                        (b)        [***]

                        (c)        [*]

                        (d)        Each Party shall use every reasonableeffort to mitigate any damages resulting from a breach and/or termination ofthe Transaction Agreements.

                        (e)        [*]

                        

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                        (f)         [*]

                        (g)        If CMT elects to terminate theTransaction Agreements for the reasons set forth in Section 6.1(f), (g), (h) or(i), then NUIU's obligations shall be those set forth in Section 6.2(e).  Once all such payments are made, and allcapacity is reassigned to NUIU and all unutilized prepayment amounts arerefunded to NUIU, each Party shall be relieved of all obligations andliabilities under the Transaction Agreements, except for other costs, refundsor credits due from any Service Provider that accrued before the EarlyTermination Date that have not yet been reconciled between the Parties.

            6.3.      [*]

          6.4       Summer Season.  If this Agreement terminates during a SummerSeason or on the last day of a Summer Season, and on the termination date theStorage Assets contain a quantity of Gas less than the sum of the SDREQs forall Delivery Days in the Summer Season prior to the date of termination plusthe Initial Storage Inventory for such assets ("Deficiency Quantity"), then CMTshall either, in its sole discretion, (i) have thirty (30) days following thetermination date to deliver to NUIU's Storage Assets a quantity of Gas equal tothe Deficiency Quantity, or (ii) pay NUIU, at a market price determined byNUIU, an amount per dekatherm for the Deficiency Quantity.  If on the termination date the StorageAssets contain a quantity of Gas greater than the sum of the SDREQs for allDelivery Days in the Summer Season prior to the date of termination, plus theInitial Storage Inventory ("Excess Quantity"), then CMT shall either: (a) selland NUIU shall purchase the Excess Quantity at a market price mutually agreedto by NUIU and CMT, or (b) CMT shall transfer such Excess Quantity to a storagecontract held in CMT's name.

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**           **6.5       WinterSeason.  If this Agreementterminates (a) during a Winter Season up to and including March 31, 2005 and onthe termination date there remains a quantity of Gas within the Storage Assetsthat is less than the difference between quantity of gas deemed to have beeninjected into storage under this Agreement plus the Initial Storage Inventory,and the quantity of storage gas deemed to have been withdrawn during the WinterPeriod through the termination date ("Storage Quantity Deficiency"),notwithstanding anything to the contrary contained in this Agreement, NUIUagrees to either, at CMT's option, (i) (except in an early termination underSection 6.1(c) where this option (i) shall not be available), release to CMT inaccordance with the terms of the Transaction Agreements, a quantity of capacitywithin the Storage Assets equal to the Storage Quantity Deficiency and CMTshall, have thirty (30) days following the termination date to deliver to NUIU'sStorage Assets a quantity of Gas equal to the  Storage Deficiency Quantity and NUIU shall reimburse CMT for thecosts associated with the released NUIU Assets, or (ii) CMT shall pay NUIU, ata market price determined by NUIU, an amount per dekatherm for the StorageQuantity Deficiency  or (b) during aWinter Season up to and including March 31, 2005 andon the termination date there remains a quantity of Gas within the StorageAssets that is greater than the difference between the quantity of gas deemedto have been injected into storage under this Agreement plus the InitialStorage Inventory, and the quantity of storage deemed to have been withdrawnduring the Winter Period through the termination date ("Storage ExcessQuantity") CMT shall, at CMT's sole discretion, either (x) sell and NUIU shallpurchase the Storage Excess Quantity at a market price mutually agreed to byNUIU and CMT , or (y) transfer the Storage Excess Quantity to a storagecontract held by CMT. 

**           **6.6      The obligations of the Partiesunder Sections 6.1, 6.4 and 6.5 shall survive termination of this Agreement.

            6.7      Notwithstanding anything tothe contrary in this Article 6, either Party shall have the right to settle itsremaining obligations by cash payment, as reasonably agreed to by the otherParty.

            6.8      Set-Off.  Upon the occurrence of the declaration of an Early TerminationDate under Section 6.2 in respect of a party under any Transaction Agreement orany other agreement between the parties concerning the matters which are thesubject of this Agreement (including, but not limited to, the agreements setforth in the Exhibits hereto), the Terminating Party may, without prior notice,setoff (including by setoff, offset, combination of accounts, retention, orwithholding across or within each or all of the foregoing agreements) any sum,amount or other obligation (whether physically or financially settled, maturedor unmatured) owed by the Terminating Party to the Terminated Party against anysum, amount or obligation (whether physically or financially settled, maturedor unmatured) owed by the Terminated Party to the Terminating Party.  

            6.9     Audit.  Either Party shall be entitled, at its sole expense, to auditthose applicable books and records of the other Party to verify the accuracy ofany unwinding cost calculation or any other calculations under the TransactionAgreements or the other Party's controls and procedures that may be relevant tothe activities under the Transaction Agreements, at such other Party's officesand at a time during reasonable business hours acceptable to both Parties.  In the alternative, if CMT engages a thirdparty to perform a SAS 70 review of its gas pas control, procurement andmanagement operations, NUI shall be entitled to a copy of such final report atno cost.

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**ARTICLE 7.  INDEMNIFICATION**

            7.1.      Indemnification Obligations Of NUIU.  Subject to Section 7.3, NUIU shall indemnifyand hold harmless CMT and its Affiliates and each of their respectiveRepresentatives from and against any claim, liability, loss, cost, damage,penalty or expense (including, without limitation, reasonable attorneys' fees,charges and disbursements) made against such indemnified party by third partiesor Governmental Authority on account of (a) claims of title to Gas, deaths,personal injury, or property damage arising out of, or resulting from or in anyway related to the Gas purchased and sold under the Gas Supply Agreement thatattach after title to such Gas passes to NUIU, (b) any Excluded Liability, or(c) CMT acting as a party to the Grandfathered Transaction.  

            7.2.      Indemnification Obligations Of CMT.  Subject to Section 7.3, CMT shall indemnifyand hold harmless NUIU and its Affiliates and each of their respectiveRepresentatives from and against any claim, liability, loss, cost, damage orexpense (including, without limitation, reasonable attorneys' fees, charges anddisbursements) made against such indemnified party by third parties on accountof (a) claims of title to Gas, deaths, personal injury or property damagearising out of, resulting from or in any way related to the Gas purchased andsold under the Gas Supply Agreement that attach before title to such Gas passesto NUIU, or (b) any Assumed Liability.  

            7.3.      Third Party Claims.  With respect to claims made by thirdparties, the indemnifying party shall have the right to assume the defense ofany such claim or action with counsel designated by the indemnifying party andreasonably satisfactory to the indemnified party.  No indemnified party shall settle any claim or action withrespect to which it has sought or intends to seek indemnification pursuant tothis Article 7 without the prior written consent of the indemnifying party,which consent shall not be unreasonably withheld.

            7.4.      [*]

            7.5.      Taxes.  NUIU shall indemnify, defend and hold CMT harmless from anyliability for ad-valorem, value-added or similar Taxes incurred by CMT relatedto the volume of gas inventory in storage accounts for purposes of servingNUIU.  Provided, however, NUIU shallhave no liability for any ad-valorem or similar tax associated with any portionof additional storage gas inventory held by CMT for its own proprietary useoutside of any obligation to serve NUIU, including all amounts injected intoProduction Area Storage Assets after April 1, 2004.  Each Party will bear all taxes based upon its net worth,corporate existence or general right to transact business. *** ***

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            7.6.      Survival.  The provisions of this Article 7 shall survive the termination ofthis Agreement for a term of three (3) years.

**ARTICLE 8.  CONFIDENTIALITY**

            8.1.      Confidentiality.  Except as provided in Section 8.2, eachParty agrees that, during the Term, it will hold in strict confidence and willnot without the prior written consent of the other Party disclose to any Person(a) any Confidential Information with respect to the other party (and itsAffiliates) or (b) the terms and conditions and other information contained inany Transaction Agreement and in the Guaranty.

            8.2.      Actions Prior To Disclosure.  In the event either Party determines that itis required by applicable law, rule, regulation or order of any GovernmentalAuthority to disclose, file or otherwise make public the terms of anyTransaction Agreement, the Guaranty or any Confidential Information, it shall,prior to making any such disclosure, (a) notify the other Party of itsdetermination that such disclosure is required and the basis for suchdetermination, and  submit, afterconsultation with the other Party, an application for confidential treatment(or similar confidentiality request) and shall use reasonable efforts to obtainan order of such Governmental Authority granting the broadest confidentialtreatment that may be obtained with respect to such TransactionAgreement, the Guaranty or such other confidential Information (as the case maybe).  The Parties acknowledge and agreethat NUIU must file some or all of the Transaction Agreements with the NJBPU aspart of the NJBPU Filings.  As part ofsuch filing, NUIU intends to request that the NJBPU grant confidentialityprotection to portions of such agreements and associated descriptions thereof,however, NUIU cannot guaranty that the NJBPU will grant such protection.  If the NJBPU does not grant such protection,NUIU in its sole discretion shall decide in what manner and to what extent, ifat all, it shall appeal any such NJBPU determination.  NUIU shall not be responsible for damage or harm suffered by CMTresulting from any such NJBPU determination or from any NUIU decision as towhether to appeal such a determination or the manner or extent of doing so.

            8.3.      Non-Disclosure By Representatives.  Notwithstanding the foregoing, each Partymay disclose Confidential Information to officers, directors, employees andoutside representatives of such Party or its Affiliates (collectively,"Representatives"); provided, that each Representative who receives any suchinformation shall be informed of the confidential nature of such informationand shall be directed to treat such Confidential Information in accordance withthe terms of this Article 8.  NUIU andCMT shall be responsible for any breach of this Article 8 by any of theirRepresentatives and each agrees, at its sole expense, to take all reasonablemeasures (including but not limited to court proceedings) to restrain itsRepresentatives from prohibited or unauthorized disclosure or use of ConfidentialInformation.

            8.4.      Injunctive Relief.  The Parties agree that in the event of anybreach by either Party or its respective Representatives of any of theprovisions of this Article 8, money damages would be inadequate and that thenon-breaching Party would have no adequate remedy at law.  Accordingly, notwithstanding anything to thecontrary contained in this Agreement, the Parties agree that they shall havethe right, in addition to any rights to seek damages, to pursue an action oractions for specific performance, injunction and/or other equitable relief inorder to enforce or prevent any violation (whether anticipatory, continuing orfuture) of the provisions of this Article 8.

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**ARTICLE 9.  DISPUTE RESOLUTION **

            9.1       Any controversy or claim arising out ofrelating to this Agreement or any Transaction Agreement or the breach thereofthat cannot be settled informally by the Parties shall be settled by bindingarbitration by three (3) arbitrators in accordance with the AmericanArbitration Commercial Arbitration rules. Any arbitrator shall: (i) not have been previously employed by eitherparty, (ii) be qualified by education or experience to decide the mattersrelating to the dispute, and (iii) not have a direct or indirect interest ineither party or the subject matter of the arbitration.  The location for such arbitration processingshall be New York, New York.  Judgmentupon the award rendered by the arbitrators may be entered in any court havingjurisdiction thereof.  Each party shalldivide equally the cost of the arbitrators and the hearing, and each partyshall be responsible for its own expenses and those of its counsel andrepresentatives.  Any offer made or thedetails of any negotiation regarding the dispute prior to arbitration and thecosts to the parties of their representatives and counsel shall not beadmissible.  Any monetary award shallaccrue interest from the date of the breach to the date of any judgment enteredon the award at the prime commercial rate charged on the date of the breach byCitibank, N.S., New York, New York, plus two percent (2%) or at the maximumlegal rate, whichever is less.  Thisarbitration provision shall survive the termination of this Agreement.

**ARTICLE 10.  FINANCIAL INFORMATION AND PERFORMANCE ASSURANCE**

            10.1     Financial Information and PerformanceAssurance.  Prior to thecommencement of deliveries of Gas to NUIU hereunder, and from time to timethereafter upon request from either Party, each Party shall provide the otherwith such credit information as may reasonably be required to determinecreditworthiness. The Parties acknowledge that each shall be obligated toprovide the Performance Assurance identified in this Article 10 throughout theTerm of the Transaction Agreements as the assurance of performance of eachParty.  Provided, however, if CinergyCorp.'s unsecured, senior long-term debt rating has declined to belowInvestment Grade during the Term of this Agreement, NUIU shall have the rightto request in writing, Performance Assurance from CMT other than the corporateguaranty provided pursuant to 10.3 below, and upon such request CMT and NUIUshall enter into good faith negotiations to mutually agree on the restructuringof the Performance Assurance obligations set forth in 10.2 and 10.3 below, providedthat nothing herein shall prevent either Party from exercising its rights underArticle 6 of this Agreement if it does not receive Performance Assurancesatisfactory to it, in its reasonable discretion. 

            10.2     NUIU Performance Assurance.  The obligations of NUIU under theTransaction Agreements shall be secured in accordance with a pre-paymentobligation set forth below**,**unlessNUIU's credit rating improves to Investment Grade, at which time the partiesshall negotiate other mutually agreeable terms based on such improvedcreditworthiness status of NUIU which terms shall be no more onerous than thoseextended by CMT to other Investment Grade entities having similarcreditworthiness standing.  

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                       (a)      [*]

*    *                   (b)      [*]

 

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*    *                   (c)        [*]  

            10.3     CMT Performance Assurance**.** NUI and Cinergy Corp., CMT's parent, shall execute a corporate guarantyagreement in a form and substance acceptable to NUIU and Cinergy Corp. andproviding that Cinergy Corp. will guarantee CMT's obligations under allTransaction Agreements.

**ARTICLE 11.  BILLING AND PAYMENT**

**    **       11.1     Billing and Payment**.** Unless otherwise provided for herein, not later than the fifteenth (15th)day of each month, CMT shall provide NUIU an invoice (which may be transmittedby electronic facsimile with the original sent by United States Mail), settingforth the following information for the immediately preceding Delivery Monthunder this Agreement or any other Transaction Agreement:

                        (a)**       **theapplicable Commodity Charges; 

                       (b)       the applicable Demand Charges; and 

                        (c)        any other charges, credits, oradjustments due pursuant to the terms of this Agreement (including credits forany prepayments made).

                        Ifthe quantities for any Delivery Month are not made available to CMT by theapplicable Service Provider(s) by the fifteenth (15th) day of themonth following the Delivery Month, then CMT may invoice based on thequantities nominated and confirmed for transportation, subject to appropriateadjustments to actual quantities when available.  NUIU shall make payment by wire transfer within ten (10) BusinessDays after receipt of CMT's invoice or by the first (1st) BusinessDay falling on or after the twenty-fifth (25th) day of the monthfollowing the Delivery Month, whichever is later.

            11.2     Billing Disputes.  If a dispute arises as to the amount payablein any invoice rendered under this Agreement, other than under a prepay invoicewhich may not be disputed, the Party receiving the invoice shall nevertheless paythe amount not in dispute under such invoice by the payment due date.  Such payment shall not be deemed to be awaiver of the right by the Party making payment to recoup any overpayment, norshall acceptance of any payment be deemed to be a waiver by the invoicingParty of any underpayment.  If the Partymaking payment fails to forward the entire undisputed amount due to theinvoicing Party by the payment due date, interest on the unpaid portion shallaccrue at a rate equal to two percent (2%) above the then-current prime ratecharged by Citibank, N.A. or the maximum lawful rate, whichever is the lesser,compounded daily from the date such payment is due until the same is paid.  

            11.3     Notice of Dispute.  If either Party withholds payment of anydisputed amount as authorized herein, such Party shall, within fifteen (15)days after the due date for the disputed amount, submit to the other Party awritten explanation of the dispute and any available supportingdocumentation.  The Parties shall thencooperate in good faith to resolve such dispute as expeditiously as possible,and the portion, if any, of such disputed amount eventually determined to bedue shall bear interest at the rate stated in Section 2.12 of this Agreement,from the original due date until the date actually paid.

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**ARTICLE 12.  FORCEMAJEURE**

**           **Neither Partyshall be liable for damages to the other for any act or omission caused by anevent constituting *Force Majeure* andthe obligations of the affected Party, other than the obligation to makepayments due under this Agreement, shall be excused during the period thereofand to the extent affected by such event of Force Majeure, the Party claiming *Force Majeure*gives notice and fullparticulars of such event in writing to the other party as soon as possibleafter the occurrence of the event relied on. The term "*Force Majeure*" asemployed herein means acts of God, strikes, lockouts, or other industrialdisturbances, acts of public enemy, wars, blockades, insurrections, riots,epidemics, landslides, lightning, hurricanes or storms, hurricane or stormwarnings which require the precautionary shut-down or evacuation of productionfacilities, earthquakes, fires, floods, washouts, arrest and restraints ofgovernments and people, civil disturbances, explosions, breakage or accidentsto machinery, equipment, or lines of pipe, freezing of lines of pipe, *Force Majeure*events of a ServiceProvider under its applicable tariff, curtailment by Service Provider of firmstorage or transportation, line breakage or other *Force Majeure* events, and any other cause beyond the reasonablecontrol of the Party affected, or which the Party affected could not haveavoided or overcome by exercise of due diligence, which renders that Partyunable to carry out its obligations pursuant to the terms of this Agreement.  The settlement of strikes or lockouts shallbe entirely within the discretion of the Party having the difficulty, and theabove requirement that any *Force Majeure*event by remedied with all reasonable dispatch shall not require the settlementof strikes or lockouts by acceding to the demands of an opposing party whensuch course is inadvisable in the discretion of the Party having thedifficulty.  *Force Majeure*shall not, without more, include a failure to obtaina sufficient quantity of gas supply, nor shall Force Majeure include (i)economic hardship (to include, without limitation, CMT's ability to sell Gas ata higher or more advantageous price that the Price hereunder or NUIU's abilityto purchase Gas at a lower or more advantageous price that the Price hereunder)(ii) a regulatory agency disallowing in whole or in part, the pass through ofcosts resulting from this Agreement, or (iii) the loss of NUIU's market orNUIU's inability to use or resell Gas purchased hereunder.

**ARTICLE 13.  MISCELLANEOUS**

            13.1.    Entire Agreement; Modifications InWriting.  The TransactionAgreements, together with all exhibits and schedules attached hereto andthereto, constitute the entire agreement between the Parties pertaining to thesubject matter hereof and thereof and supersede all prior agreements,understandings, negotiations and discussions, whether oral or written, of theParties.  Except as specificallyprovided in a Transaction Agreement, no amendment, waiver, consent, modificationor termination of any provision of such Transaction Agreement shall beeffective unless signed by NUIU and CMT.

            13.2.    Binding Effect; Assignment.  The rights and obligations hereunder ofeither Party may not be assigned or delegated to any Person without the priorwritten consent of the other Party; provided that CMT shall be permitted toassign its rights with respect to any Supply Asset.  Except as expressly provided herein, this Agreement shall not beconstrued so as to confer any right or benefit upon any Person or third partyother than the Parties, and their respective successors and any permittedassigns.  This Agreement shall bebinding upon NUIU and CMT, and their respective successors and permittedassigns.  No assignment of this Contractwill relieve the assigning party from principal liability hereunder unless thecontinuing party shall provide such a release to the assignor in writing.

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            13.3.    Communications.  All communications required or permittedunder the terms of any Transaction Agreement shall be in writing, and shall begiven by registered or certified mail, return receipt requested, telex,facsimile (fax), air courier guaranteeing overnight delivery or personaldelivery, to the addresses set forth below. All such notices and communications shall be deemed to have been dulygiven: at the time delivered by hand, if personally delivered; four (4) daysafter being sent by certified mail, return receipt requested, if mailed; ifsent by telecopy (fax), when the delivering Party receives its facsimilemachine's confirmation of successful transmission; and on the next Business Dayif timely delivered to an air courier guaranteeing overnight delivery.  Any facsimile or other notice received onother than a Business Day or after five p.m. on a Business Day shall be deemedreceived at the start of the next Business Day.

#### NOTICES 

***TO CMT:                                                                   TO NUIU:***

*** ***Cinergy Marketing & Trading,LP                                NUIUtilities, Inc.1100 Louisiana, Suite 4900                                          OneElizabethtown PlazaHouston, TX 77002                                                     Union,New Jersey  07087Attention:  Chris M. Fischer                                          Attention:  Nancy J. Sobelson(713) 393-6846                                                           908-289-5000Ext. 5422(713) 890-3137 F                                                        908-289-0978F

**OPERATIONAL MATTERS**

*** TO CMT:                                                                  TONUIU:***Cinergy Marketing & Trading,LP                                NUIUtilities, Inc.1100 Louisiana, Suite 4900                                         OneElizabethtown PlazaHouston, TX 77002                                                     Union,New Jersey 07087Attention:  Greg Trefz                                                  Attention:Len Willey(713) 393-6962                                                           908-289-5000Ext. 5960(713) 890-3134 F                                                        908-820-3623F

**PAYMENTS**

***TO CMT:                                                                  TO NUIU:***

Bank One, NA                                                          NUIUtilities, Inc.One First National Plaza                                             OneElizabethtown PlazaChicago, IL 60670                                                     Union,New Jersey 07087Re - Cinergy Marketing &Trading, LP                       Attention:Noreen NavarroABA # 071 000 013                                                  908-289-5000Account # 55-59340

**Cinergy Accounting Contact**:

(713) 890-3118

            13.4.    Expenses.  Each Party shall pay its own expenses incident to negotiation,execution and delivery of the Transaction Agreements.  The provisions of this Section 10.4 shall remain operative and infull force and effect regardless of any termination of any TransactionAgreement.

24

----

            13.5.    Execution of Counterparts.  Each of the Transaction Agreements may beexecuted in any number of counterparts, each of which counterparts, when soexecuted and delivered, shall be deemed to be an original and all of whichcounterparts, taken together, shall constitute but one and the same agreement.

            **13.6.    GOVERNINGLAW.  EACH TRANSACTION AGREEMENT,AND THE RIGHTS AND DUTIES OF THE PARTIES ARISING OUT OF SUCH AGREEMENT, SHALLBE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEWYORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.  VENUE FOR ANY ACTION ARISING OUT OF THISAGREEMENT SHALL BE THE SUPREME COURT LOCATED IN NEW YORK COUNTY OR THE FEDERALDISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.**

** **          13.7.    Severability of Provisions.  The invalidity of one or more provisions orsections contained in any Transaction Agreement shall not affect the validityof the remaining portions of the Transaction Agreements so long as for bothParties the material purposes of the Transaction Agreements taken as a wholecan be determined and effectuated.  Inthe event that any or all of any Transaction Agreement is held to be invalid orunenforceable, the Parties agree to negotiate in good faith to reach anequitable agreement on such portion that is void or unenforceable.  If any indemnity or hold harmless obligation(or portions thereof) in any Transaction Agreement is for any reason held to beinvalid or unenforceable in any respect, and if the Parties fail to agree on areplacement provision, then such obligation shall be construed to apply to thefullest extent permitted by law but in no event beyond the scope and limits ofthose original indemnity and hold harmless obligations determined to be invalidor unenforceable.

            13.8.    Headings.  The section headings and the table of contents, if any, used orcontained in this Agreement are for convenience of reference only and shall notaffect the construction of this Agreement.

            13.9.    No Partnership Created.  The rights, liabilities, responsibilitiesand remedies of the Parties with respect to the subject matter of theTransaction Agreements shall be exclusively those expressly set forth in theTransaction Agreements.  Neither Partyis, or will represent itself as being, a partner of, or CMT (except asexpressly provided in the Transaction Agreements) or fiduciary for, the otherParty with respect to the Supply Assets or otherwise.

            13.10.  No Implied Warranties.  Each Party hereby disclaims, and the other Partyhereby waives, any implied representations, covenants, warranties andagreements, except those expressly set forth in a Transaction Agreement.

            13.11.  Cost Responsibility.  Except to the extent this Agreement providesexpressly to the contrary, each Party shall pay all costs in connection withthe performance of its obligations under or as set forth in this Agreement.

            13.12   Further Assurances. NUIU and CMT agree to execute whatever documents may be necessary togive effect to the transactions contemplated herein, including but not limitedto the transfer of title to such gas in storage to CMT effective as of theEffective Date.

25

----

**IN WITNESS WHEREOF,**the Parties have entered into this Agreement,effective as of the date first above written.

                                                                                    NUIUTILITIES, INC.

                                                                                    By:/S/  VICTOR A. FORTKIEWICZ                                                                                   Name:  Victor A. Fortkiewicz                                                                                   Title:    President

                                                                                    CINERGYMARKETING & TRADING, LP

                                                                                    By:/S/   BRUCE A. SUKALY                                                                                   Name:   Bruce A. Sukaly                                                                                    Title:      Chief Commercial Officer                                                                                                  Natural Gas

----

**EXHIBIT A**

**ASSIGNED AND AGENCY CONTRACTS SCHEDULE**

|  |
|--|

**EXHIBIT A**

**Assigned and Agency Contracts Schedule**

** **

**NUI UTILITIES Inc.  Elizabethtown Gas Company**

**Supply and Capacity Assets**
|  |                                               |              |            |                                   |  | **Deliverability** |
|--|-----------------------------------------------|--------------|------------|-----------------------------------|--|--------------------|
|  |                                          | **Contract** | **Tariff** | **Assigned (284) or Agency (7c)** |  | **Daily**          | **Seasonal** | **Annual** |
|  | **CONTRACT PARTY**                            | **Number**   | **Rate**   | **Status**                        |  | **(Dth)**          | **(Dth)** | **(Dth)** |
|  |                                          |         |       |                                   |  |               |   |   |
|  |                                               |         |       |                              |  |                    |  |  |
|  | **FIRM TRANSPORT**                            |         |       |                              |  |                    |  |  |
|  |                                               |         |       |                              |  |                    |  |  |
|  | Transco (Leidy line)                          | 1011998      | FT         | 284                               |  | 15,615             |  | 5,699,475 |
|  |                                               |              |            |                              |  | 9,948              | (a) | 3,631,020 |
|  |                                               |              |            |                              |  | 5,522              | (a) | 517,500 |
|  |                                               |         |       |                              |  |               |  |   |
|  | Transco (Leidy line)                          | 1011995      | FT         | 284                               |  | 15,000             |  | 5,475,000 |
|  | Transco (Leidy line)                          | 1011997      | FT         | 284                               |  | 17,595             |  | 6,422,175 |
|  | Transco (Leidy line)                          | 1000656      | X-270      | 7c                                |  | 1,090              |  | 397,850 |
|  | Transco (Leidy line)                          | 1000995      | X-276      | 7c                                |  | 10,000             |  | 3,650,000 |
|  | Transco                                       | 1003686      | FT         | 284                               |  | 13,218             |  | 4,824,570 |
|  | Transco                                       | 1003686      | FT         | 284                               |  | 19,439             |  | 7,095,235 |
|  | Transco                                       | 1003686      | FT         | 284                               |  | 14,774             |  | 5,392,510 |
|  | Transco                                       | 1003686      | FT         | 284                               |  | 30,324             |  | 11,068,260 |
|  | Transco*                                      | 1003960      | FT         | 284                               |  | 2,940              |  | 1,073,100 |
|  | Transco                                       | 1005014      | FT         | 284                               |  | 334                | 30,060 |  |
|  | Transco                                       | 1005014      | FT         | 284                               |  | 492                | 44,280 |  |
|  | Transco                                       | 1005014      | FT         | 284                               |  | 374                | 33,660 |  |
|  | Transco                                       | 1005014      | FT         | 284                               |  | 767                | 69,030 |  |
|  | Transco                                       | 1002230      | FT         | 284                               |  | 308                |  | 112,420 |
|  | Transco                                       | 1002230      | FT         | 284                               |  | 451                |  | 164,615 |
|  | Transco                                       | 1002230      | FT         | 284                               |  | 345                |  | 125,925 |
|  | Transco                                       | 1002230      | FT         | 284                               |  | 707                |  | 258,055 |
|  | Transco                                       | 1010431      | FT         | 284                               |  | 440                |  | 160,600 |
|  | Transco                                       | 1010431      | FT         | 284                               |  | 647                |  | 236,155 |
|  | Transco                                       | 1010431      | FT         | 284                               |  | 492                |  | 179,580 |
|  | Transco                                       | 1010431      | FT         | 284                               |  | 1,009              |  | 368,285 |
|  | Transco                                       | 1010445      | FT         | 284                               |  | 361                |  | 131,765 |
|  | Transco                                       | 1010445      | FT         | 284                               |  | 274                |  | 100,010 |
|  | Transco                                       | 1010445      | FT         | 284                               |  | 807                |  | 294,555 |
|  | Texas Eastern                                 | 800217       | CDS        | 284                               |  | 20,220             |  | 7,380,300 |
|  | Texas Eastern                                 | 800217       | CDS        | 284                               |  | 5,496              |  | 2,006,040 |
|  | Texas Eastern                                 | 800217       | CDS        | 284                               |  | 3,174              |  | 1,158,510 |
|  | Texas Eastern                                 | 800217       | CDS        | 284                               |  | 6,239              |  | 2,277,235 |
|  | Texas Eastern                                 | 800217       | CDS        | 284                               |  | 11,397             |  | 4,159,905 |
|  | Texas Eastern (b)                             | 830029       | FT-1       | 284                               |  | 20,000             |  | 7,300,000 |
|  | Texas Eastern                                 | 800392       | FT-1       | 284                               |  | 1,348              |  | 492,020 |
|  | Texas Eastern                                 | 800392       | FT-1       | 284                               |  | 366                |  | 133,590 |
|  | Texas Eastern                                 | 800392       | FT-1       | 284                               |  | 212                |  | 77,380 |
|  | Texas Eastern                                 | 800392       | FT-1       | 284                               |  | 416                |  | 151,840 |
|  | Texas Eastern                                 | 800392       | FT-1       | 284                               |  | 760                |  | 277,400 |
|  | Texas Eastern                                 | 910333       | FT-1       | 284                               |  | 5,394              |  | 1,968,810 |
|  | Texas Eastern                                 | 910333       | FT-1       | 284                               |  | 1,466              |  | 535,090 |
|  | Texas Eastern                                 | 910333       | FT-1       | 284                               |  | 847                |  | 309,155 |
|  | Texas Eastern                                 | 910333       | FT-1       | 284                               |  | 1,664              |  | 607,360 |
|  | Texas Eastern                                 | 910333       | FT-1       | 284                               |  | 3,040              |  | 1,109,600 |
|  | Texas Eastern                                 | 330837       | FTS        | 7c                                |  | 1,520              |  | 554,800 |
|  | Texas Eastern                                 | 330874       | FTS-4      | 7c                                |  | 5,000              |  | 1,825,000 |
|  | Texas Gas Transmission                        | 16775        | FT         | 284                               |  | 11,127             |  | 4,061,355 |
|  | Texas Gas Transmission                        | 16775        | FT         | 284                               |  | 6,800              |  | 2,482,000 |
|  | Tennessee                                     | 959          | FT-A       | 284                               |  | 1,000              |  | 365,000 |
|  | Tennessee                                     | 597          | FTG        | 284                               |  | 1,067              |  | 389,455 |
|  | Tennessee                                     | 597          | FTG        | 284                               |  | 640                |  | 233,600 |
|  | Tennessee                                     | 597          | FTG        | 284                               |  | 1,341              |  | 489,465 |
|  | Tennessee***                                  | 44414        |       | 284                               |  | 2,100              |  | 766,500 |
|  | National Fuel Gas                             | E00526       | EFT        | 284                               |  | 11,090             |  | 4,047,850 |
|  | National Fuel Gas                             | F01642       | FT         | 284                               |  | 15,805             |  | 5,768,825 |
|  | Columbia Gulf Transmission**                  | 37968        | FTS-1      |                              |  | 1,671              |  | 609,915 |
|  | Columbia Gas Transmission                     | 37882        | FTS        | 284                               |  | 12,736             |  | 4,648,640 |
|  | Columbia Gas Transmission                     | 39275        | NTS        | 284                               |  | 10,000             |  | 3,650,000 |
|  | CNG (Dominion)                                | 200397       | FT         | 284                               |  | 17,120             |  | 6,248,800 |
|  | CNG (Dominion)                                | 100115       | FTNN       | 284                               |  | 5,000              |  | 2,352,060 |
|  | CNG (Dominion)                                | 100115       | FTNN       | 284                               |  | 1,444              |  | 2,352,060 |
|  | Total                                         |         |       |                              |  | 335,158            |  |  |
|  |                                               |         |       |                              |  |                    |  |  |
|  | **FIRM TRANSPORT ASSOCIATED WITH STORAGE**    |         |            |                                   |  |                    |
|  |                                               |         |       |                              |  |                    |  |  |
|  | Transco (Leidy line)                          | 1003832      | FT         | 284                               |  | 5,175              |   | 1,888,875 |
|  | Transco (Leidy line)                          | 1000653      | X-269      | 7c                                |  | 500                |   | 182,500 |
|  | Transco (Leidy line)                          | 1044821      | FT         | 284                               |  | 6,973              |   | 2,545,145 |
|  | Texas Eastern                                 | 330167       | FTS-4      | 7c                                |  | 5,000              |   | 1,825,000 |
|  | Texas Eastern                                 | 331501       | FTS-5      | 7c                                |  | 16,666             |   | 6,083,090 |
|  | Texas Eastern                                 | 331720       | FTS-7      | 7c                                |  | 14,298             |   | 5,218,770 |
|  | Texas Eastern                                 | 331013       | FTS-8      | 7c                                |  | 8,469              |   | 3,091,185 |
|  | Tennessee                                     | 603          | FTG        | 284                               |  | 1,014              |   | 370,110 |
|  | Tennessee***                                  | 44410        |       | 284                               |  | 3,000              |   | 1,095,000 |
|  | Tennessee***                                  | 44413        |       | 284                               |  | 3,040              |   | 1,109,600 |
|  | Columbia Gas Transmission                     | 38045        | SST        | 284                               |  | 3,644              |   | 996,634 |
|  | CNG (Dominion)                                | 200394       | FT         | 7c                                |  | 5,522              |   | 2,015,530 |
|  | CNG (Dominion)                                | 200393       | FT         | 7c                                |  | 6,973              |   | 2,545,145 |
|  |                                               |         |       |                              |  |               |   |   |
|  | Total                                         |         |       |                              |  | 80,274             |   |   |
|  |                                               |         |       |                              |  |                    |  |  |
|  | **STORAGE - Bundled (Market Area)**           |         |       |                                   |  |                    |  |
|  |                                               |         |       |                              |  |                    |  |  |
|  | Transco                                       | 1000739      | GSS        | 7c                                |  | 27,604             |   | 1,759,955 |
|  | Transco                                       | 1000741      | LSS        | 7c                                |  | 8,000              |   | 600,000 |
|  | Transco                                       | 1000742      | S-2        | 7c                                |  | 7,267              |   | 653,186 |
|  | Texas Eastern                                 | 400196       | SS-1       | 284                               |  | 3,646              |   | 379,911 |
|  |                                               |         |       |                              |  |               |   |   |
|  | Total                                         |         |       |                              |  | 46,517             |   |   |
|  |                                               |         |       |                              |  |               |   |   |
|  | **STORAGE (North)**                           |         |       |                              |  |               |   |   |
|  |                                               |         |       |                              |  |               |   |   |
|  | Transco                                       | 1044824      | SS-1       | 284                               |  | 6,973              |   | 541,305 |
|  | Tennessee                                     | 8703         | FS-MA      | 284                               |  | 1,014              |   | 100,485 |
|  | Steuben   (units in MCF)            |         |       | 7c                                |  | 5,556              |   | 500,000 |
|  | Columbia Gas Transmission                     | 38000        | FSS        | 284                               |  | 3,644              |   | 230,168 |
|  | CNG (Dominion)                                | 300165       | GSS        | 284                               |  | 10,826             |   | 645,244 |
|  | CNG (Dominion)                                | 300167       | GSS-II     | 284                               |  | 16,667             |   | 1,666,666 |
|  | CNG (Dominion)                                | 600044       | GSS-TE     | 7c                                |  | 23,190             |   | 2,387,206 |
|  | CNYOG - Stagecoach                            | 100023       | FSS        | 284                               |  | 3,040              |   | 304,000 |
|  |                                               |         |       |                              |  |               |   |   |
|  | Total                                         |         |       |                              |  | 70,910             |   |   |
|  |                                               |         |       |                              |  |               |   |   |
|  | **STORAGE  (South)**                     |         |       |                              |  |               |   |   |
|  |                                               |         |       |                              |  |               |   |   |
|  | Transco                                       | 1013463      | ES         | 284                               |  | 14,397             |   | 144,856 |
|  | Hattiesburg                                   | 5904         |       | to be Assigned                    |  | 10,000             |   | 100,000 |
|  | Transco                                       | 1041432      | WSS        | 284                               |  | 40,149             |   | 3,412,638 |
|  |                                               |         |       |                              |  |                    |  |  |
|  | Total                                         |         |       |                              |  | 64,546             |   |   |
|  |                                               |         |       |                              |  |               |   |   |
|  |                                               |         |       |                              |  |               |   |   |
|  | Grand Totals - Assets                         |         |       |                              |  | 597,405            |   |   |
|  |                                               |         |       |                              |  |               |   |   |
|  |                                               |         |       |                              |  |               |   |   |
|  |                                               |         |       |                              |  |               |   |   |
|  | **PEAKING**                                   |         |       |                              |  |               |   |   |
|  |                                               |         |       |                              |  |               |   |   |
|  | Transco                                       | 1000743      | LG-A       | 7c                                |  | 23,950             |   | 98,087 |
|  | Transco                                       | 1032229      | LNG        | 284                               |  | 15,000             |   | 56,864 |
|  | Transco                                       | 1000743      | LG-A       | 7c                                |  | 23,950             |   | 98,087 |
|  |                                               |         |       |                              |  |                    |  |  |
|  | Total                                         | ** **   |            |                                   |  | 62,900             |   |   |
|  |                                               |              |            |                                   |  |               |   |   |
|  | **FIRM GAS SUPPLY**                           |         |       |                              |  |               |   |   |
|  |                                               |         |       |                              |  |               |   |   |
|  | Cargill (Canadian supply)                     | 103286       |       |                              |  | 10,350             |   | 3,777,750 |
|  | Cogen Tech                                    |         |       |                              |  | 17,000             |   | 6,205,000 |
|  |                                               |         |       |                              |  |                    |  |  |
|  |                                               |         |       |                              |  |                    |  |  |
|  | Total                                         |         |       |                              |  | 27,350             |  |  |
|  |                                               |         |       |                              |  |                    |  |  |
|  | **FIRM GAS SUPPLY w/ Bundled Transportation** |         |            |                                   |  |                    |
|  |                                               |         |       |                              |  |                    |  |  |
|  |                                               |         |       |                              |  |                    |  |  |
|  |                                               |         |       |                              |  |                    |  |  |
|  |                                               |         |       |                              |  |                    |  |  |
|  |                                               |         |       |                              |  |                    |  |  |
|  | Total                                         |         |       |                              |  |  ---          |  |  |
|  |                                               |              |            |                                   |  |                    |  |  |
|  | **Grand Total - Others**                      | ** **   |            |                                   |  | 90,250             |  |  |
|  |                                               |              |            |                                   |  |                    |  |  |
|  |                                               |              |            |                                   |  |                    |  |          
 
 

**Storages**

 

 

 

 

**CONTRACT PARTY**

**Max w/d**

**Max inj**

**Capacity**

**Days**

**Receipt**

**Delivery**

**Effective**

** Citygate**

 

**(Dth)**

**(Dth)**

**(Dth)**

**Avail.**

**Point**

**Point**

**Term(1)**

** Delivery**

 

 

 

 

 

 

 

**FIRM TRANSPORT**

 

 

 

 

 

 

Transco (Leidy line)

 

 

 

365

CNG @ Leidy

City Gate

10/31/2007

15,615

 

 

 

 

 

 

Steuben storage withdrawal

City Gate

 

 

Transco (Leidy line)

 

 

 

 

Transco (Leidy line)

365

National Fuel @ Wharton

City Gate

10/31/2014

15,000

Transco (Leidy line)

365

CNG @ Leidy

City Gate

10/31/2006

17,595

Transco (Leidy line)

365

National Fuel @ Wharton

City Gate

Evergreen

1,090

Transco

365

Natiional Fuel @ Wharton

City Gate

Evergreen

10,000

Transco

365

Station 30

City Gate

10/31/2004

13,218

Transco

365

Station 45

City Gate

10/31/2004

19,439

Transco

365

Station 50

City Gate

10/31/2004

14,774

Transco*

365

Station 65

City Gate

10/31/2004

30,324

Transco

365

Zone 3, Station 62

Zone 3, Stations 54, 65

10/31/2004

-  

Transco

90

Station 30

City Gate

7/31/2006

334

Transco

90

Station 45

City Gate

7/31/2006

492

Transco

90

Station 50

City Gate

7/31/2006

374

Transco

90

Station 62

Station 65

7/31/2006

-   

Transco

365

Station 30

City Gate

Evergreen

308

Transco

365

Station 45

City Gate

Evergreen

451

Transco

365

Station 50

City Gate

Evergreen

345

Transco

365

Station 65

City Gate

Evergreen

707

Transco

365

Station 30

City Gate

Evergreen

440

Transco

365

Station 45

City Gate

Evergreen

647

Transco

365

Station 50

City Gate

Evergreen

492

Transco

365

Station 65

City Gate

Evergreen

1,009

Transco

365

Station 45

Columbia - Downingtown

Evergreen

-  

Transco

365

Station 50

Columbia - Downingtown

Evergreen

-  

Texas Eastern

365

Station 65

Columbia - Downingtown

Evergreen

-  

Texas Eastern

365

M1

City Gate

10/31/2012

20,220

Texas Eastern

365

STX

M1

10/31/2012

-  

Texas Eastern

365

ETX

M1

10/31/2012

-  

Texas Eastern

365

WLA

M1

10/31/2012

-  

Texas Eastern (b)

365

ELA

M1

10/31/2012

-  

Texas Eastern

365

Algonquin backhaul

City Gate

10/31/2005

20,000

Texas Eastern

365

M1

Columbia @ Eagle

Evergreen

-  

Texas Eastern

365

STX

M1

Evergreen

-  

Texas Eastern

365

ETX

M1

Evergreen

-  

Texas Eastern

365

WLA

M1

Evergreen

-  

Texas Eastern

365

ELA

M1

Evergreen

-  

Texas Eastern

365

M1

City Gate

3/31/2014

5,394

Texas Eastern

365

STX

M1

3/31/2014

-  

Texas Eastern

365

ETX

M1

3/31/2014

-  

Texas Eastern

365

WLA

M1

3/31/2014

-  

Texas Eastern

365

ELA

M1

3/31/2014

-  

Texas Eastern

365

Oakford & Cornwell

City Gate

10/31/2009

1,520

Texas Gas Transmission

365

Chambersburg

City Gate

12/1/2009

5,000

Texas Gas Transmission

365

Zone 0

Lebanon - CNG

10/31/2006

-  

Tennessee

365

Zone 1

Lebanon - CNG

10/31/2006

-  

Tennessee

365

Niagara River (Bi  2 0081)

Natl Fuel - TGP Z-5

4/30/2007

-  

Tennessee

365

Sun Plant Dehydration        (100 Leg, Sta. 47, Ouachita, LA)

City Gate

4/1/2013

1,067

Tennessee

365

East Cameron Blk 60        (800 Leg, Sta. 834, Franklin, LA)

City Gate

4/1/2013

640

Tennessee***

365

South Pass Block 60 Dehydration        (500 Leg, Sta. 542, Noxubee, MS)

City Gate

4/1/2013

1,341

National Fuel Gas

365

Zone 4, East Aurora

Zone 5, Koppel

8/31/2008

-  

National Fuel Gas

365

TGP Z-4,5 Tetco-PA

Transco @ Wharton

Evergreen

-  

Columbia Gulf Transmission**

365

Niagara

Transco @ Leidy

11/1/2007

-  

Columbia Gas Transmission

365

CGT-Rayne

City Gate

10/31/2004

1,671

Columbia Gas Transmission

365

Columbia-Downingtown

City Gate

10/31/2010

12,736

CNG (Dominion)

365

Kenova, TCO-Leach

City Gate

10/31/2010

10,000

CNG (Dominion)

365

Texas Gas - Lebanon, OH

Transco @ Leidy

10/31/2006

-  

CNG (Dominion)

365

Oakford (3,521 dth/day) &        Cornwell (2,923 dth/day)

Chambersburg

3/31/2005

-  

Total

365

Oakford (3,521 dth/day) &        Cornwell (2,923 dth/day)

Leidy

3/31/2005

-  

 

 

 

Total

222,243

**FIRM TRANSPORT ASSOCIATED WITH STORAGE** 

 

 

 

 

 

Transco (Leidy line)

 

 

 

Transco (Leidy line)

365

Oakford & Cornwell

City Gate

12/14/2009

5,175

Transco (Leidy line)

365

Oakford & Cornwell

City Gate

Evergreen

500

Texas Eastern

365

CNG @ Leidy

City Gate

3/31/2008

6,973

Texas Eastern

365

CNG @ Leidy

City Gate

12/1/2008

5,000

Texas Eastern

365

CNG @ Oakford

City Gate

3/31/2012

16,666

Texas Eastern

365

Leidy & Oakford

City Gate

4/30/2015

14,298

Tennessee

365

Leidy & Oakford

City Gate

3/31/2006

8,469

Tennessee***

365

Northern Storage Withdrawal        300 Leg, Zone 4 (Potter, PA)

City Gate

4/1/2013

1,014

Tennessee***

365

Zone 4, Station 319

Zone 5, White Plains, NY

8/31/2008

-  

Columbia Gas Transmission

365

@ Storage

Zone 4, Station 319

8/31/2008

-  

CNG (Dominion)

365

Columbia FSS

City Gate

10/31/2004

3,644

CNG (Dominion)

365

National Fuel @ Leidy

Transco @ Leidy

3/31/2011

-  

365

Transco @ Leidy

Transco @ Leidy

month-to-month

-  

Total

 

 

 

 

 

 

 

Total

61,739

**STORAGE - Bundled (Market Area)**

 

 

 

 

 

 

 

 

 

Transco

 

 

 

 

Transco

27,604

9,778

1,759,955

64

@ Storage

City Gate

3/31/2013

27,604

Transco

8,000

3,333

600,000

75

@ Storage

City Gate

Evergreen

8,000

Texas Eastern

7,267

5,443

653,186

90

@ Storage

City Gate

Evergreen

7,267

3,646

1,953

379,911

104

@ Storage

City Gate

4/30/2012

3,646

Total

 

 

 

 

 

3,393,052

 

 

 

Total

46,517

**STORAGE (North)**

 

 

 

 

 

 

 

Transco

 

 

 

Tennessee

6,973

3,007

541,305

78

@ Storage

CNG/Transco @ Leidy

3/31/2008

-  

Steuben   (units in MCF)

1,014

670

100,485

99

@ Storage

300 Leg, Zone 4 (Potter, PA)

3/31/2013

-  

Columbia Gas Transmission

5,750

3,696

517,000

90

@ Storage

CNG @ Leidy

3/31/2011

-  

CNG (Dominion)

3,644

1,841

230,168

63

@ Storage

Columbia SST

10/31/2004

-  

CNG (Dominion)

10,826

3,585

645,244

60

@ Storage

Transco @ Leidy

3/31/2008

-  

CNG (Dominion)

16,667

9,259

1,666,666

100

@ Storage

Tetco @ Oakford

3/31/2012

-  

CNYOG - Stagecoach

23,190

13,262

2,387,206

103

@ Storage

Leidy, Oakford, Chambersburg, Crayne

3/31/2006

-  

3,040

1,520

304,000

100

@ Storage

Station 319

8/31/2008

-  

Total

 

 

 

 

 

 

 

 

 

 

6,392,074

 

 

 

Total

-  

**STORAGE  (South)**

 

 

 

 

 

 

 

Transco

 

 

 

Hattiesburg

      14,397

           959

144,856

10

@ Storage

Covington Cty - Miss.

10/31/2013

-  

Transco

      10,000

        5,000

100,000

10

@ Storage

Transco @ Covington

7/31/2005

-  

      40,149

      18,859

3,412,638

365

@ Storage

Zone 3, Station 54

1/31/2012

-  

Total

 

 

 

 

 

 

3,657,494

 

 

 

TOTAL

-  

 

 

 

 

 

 

Grand Totals - Assets

 

 

 

 

 

 

13,442,620

330,499

 

 

 

 

 

 

 

 

**PEAKING**

 

 

 

 

 

 

 

Transco

 

 

 

Transco

4

Transco Zone 6

City Gate

month-to-month

23,950

Transco

3

Transco Zone 6

City Gate

month-to-month

15,000

4

Transco Zone 6

City Gate

month-to-month

23,950

Total

 

 

 

 

 

 

 

 

TOTAL

62,900

**FIRM GAS SUPPLY**

 

 

 

 

 

 

 

 

 

 

 

 

 

Cargill (Canadian supply)

 

 

 

 

 

 

 

 

Cogen Tech

 

 

Niagra - National Fuel

10/30/2007

-  

 

TGT Production Area

 

-  

 

 

 

Total

 

 

 

 

 

 

-  

**FIRM GAS SUPPLY w/ Bundled Transportation** 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

-  

**Grand Total - Others**

 

 

 

 

 

62,900

 

 

 

 

 

**Notes:**

*   Notice of termination given

**  Contract permanently released

***  Assigned capacity

(1)  all capacities will be renewed for 4-1-04  to         3-31-05 period

(a)  A single FT capacity contract used for both storage        withdrawal and flowing supply.

(b)  Backhaul capacity on Texas Eastern with a new gate station        connection.

**Exhibit A**

 

**Assigned and Agency Contracts Schedule**

 

**NUI UTILITIES Inc.**

**City Gas Company of Florida**

**Supply and Capacity Assets**

**Deliverability**

**Storages**

 

**Contract**

**Assigned (284g) or Agency (7c)**

**Daily**

**Seasonal**

**Annual**

**Max w/d**

**Max inj**

**Capacity**

**CONTRACT PARTY**

**Number**

**Rate**

**Status**

**(Dth)**

**(Dth)**

**(Dth)**

**(Dth)**

**(Dth)**

**(Dth)**

 

 

 

 

 

 

 

 

 

**FIRM GAS SUPPLY**

 

 

 

 

 

 

 

 

 

 

**FIRM TRANSPORT**

 

 

Florida Gas Transmission

5034

FTS-1

284g

 

 

11,652,931

 

 

43,685

6,596,435

 

 

 

23,201

696,030

 

 

 

23,185

3,547,305

 

 

 

26,231

813,161

 

 

 

 

 

 

Florida Gas Transmission

3608

FTS-2

284g

 

 

1,464,290

 

 

2,570

465,170

 

 

 

5,430

999,120

 

 

 

 

 

 

Florida Gas Transmission

5364

FTS-2

284g

 

 

2,947,435

 

 

12,655

2,290,555

 

 

 

3,570

656,880

 

 

 

 

 

 

**Notes:**

(1)  all capacities will be renewed for 4-1-04  to         3-31-05 period

**CONTRACT PARTY**

**Days**

**Available**

**Effective**

**Term (1)**

**Receipt**

**Point**

**Delivery**

**Point**

**Comments**

 

 

 

 

 

 
**FIRM GAS SUPPLY**
 

 

 

 

 

 

 

 

 
  
 

 

 

 
  
Florida Gas Transmission

365

7/31/2005

various - see        "FGT FTS-1 5034"        tab

 
 
 

151

 

 

November - March

 

30

 

 

April

 

153

 

 

May - September

 

31

 

 

October

 

 

 

 

 
 
Florida Gas Transmission

365

2/28/2015

various - see        "FGT FTS-2 3608"        tab

 
 
 

181

 

 

November - April

 

184

 

 

May - October

 

 

 

 

 
 
Florida Gas Transmission

365

2/28/2015

various - see        "FGT FTS-2 5364"        tab

 
 
 

181

 

 

November - April

 

184

 

 

May - October
  
 

 
        
**Exhibit A**

**Assigned and Agency Contracts Schedule**

** **

**NUI UTILITIES Inc.**

**Elkton Gas**

**Supply and Capacity Assets**
    
**Deliverability**

**Storages**

 

**Contract**
 
**Assigned (284g) or Agency (7c)**

**Daily**

**Seasonal**

**Annual**

**Max w/d**

**Max inj**

**Capacity**

**CONTRACT PARTY**

**Number**

**Rate**

**Status**

**(Dth)**

**(Dth)**

**(Dth)**

**(Dth)**

**(Dth)**

**(Dth)**

 

 

 
 
 

 

 

 

 

 

**FIRM GAS SUPPLY**

 

 
 
 

 

 

 

 

 
 
 

 
    
 

 

 
 
 

 
       
**FIRM TRANSPORT**

 

 
       
Transco

1021359

FT

284g

2,635

 

961,775
   
Transco

1021368

FT

284g

52

4,680

 
   
Columbia

57828

FT

284g

86

 

31,390
    
 

 
 
 

 

 
   
Eastern Shore

010003

FT

284g

 

 

966,455
    
 

 
 
2,635

724,625

 
    
 

 
 
2,687

241,830

 
    
 

 
       
Eastern Shore

010011

FT

284g

86

 

31,390
   
Eastern Shore

010013

FT

284g

679

 

247,835
   
Eastern Shore

010032

FT

284g

750

 

273,750
   
Eastern Shore

010041

FT

284g

3,000

 

1,095,000
       
 

 

 
   
**FIRM TRANSPORT ASSOCIATED WITH STORAGE**

 

 

 
   
Eastern Shore

020003

ST

284g

622

112,582

 
   
Eastern Shore

010012

FT

284g

217

19,530

 
   
Eastern Shore

020005

ST

284g

 

 

140,605
    
 

 
 
481

87,061

 
    
 

 
 
291

53,544
              
**STORAGE - Market Area**
         
Eastern Shore

080002

CFSS

284g

481

 

25,381

481

188

25,381

Eastern Shore

050003

GSS

7c

512

 

25,339

512

141

25,339

Eastern Shore

060003

LSS

7c

111

 

5,500

111

31

5,500
 
 

 
 
 

 

 

 

 

 

**PEAKING**
   
 

 

 

 

 

 

Eastern Shore

070003

LG-A

7c

217

 

1,361

217

490

1,361
 
 

 
       
**Notes:**
         
(1)  all capacities will be renewed for 4-1-04  to         3-31-05 period
                           
**Contract Party**

**Days        Available**

**Effective        Term (1)**

**Receipt        Point**

**Delivery        Point**

**Comments**

 

 

 

 

 

 
**FIRM GAS SUPPLY**
 

 

 

** **

** **

 

 
**FIRM TRANSPORT**
 

 

 

 

 

 

 

Transco

365

3/31/2005

Zone 1-2 - TX, LA

Transco Z6 - Parkesburg #6570, Hockessin

Feeds FT 010003

 

Transco

90

7/31/2006

Zone 1-2 - TX, LA

Transco Z6 - Parkesburg #6570, Hockessin

Feeds FT 010003 (Dec-Feb only)

 

Columbia

365

10/31/2004

Op Area 3, TCO Leach 801

TCO - Daleville MLI 88

Feeds FT 010011

 

 

 

 

Eastern Shore

365

10/31/2005

Transco Z6 - Parkesburg #6570

City Gate (ESN003)

 

275

 

March - November

 

90

 

 

December - February

 

 

 

 

Eastern Shore

365

8/31/2008

TCO - Daleville MLI 88

City Gate (ESN003)

Eastern Shore

365

10/31/2007

Transco Z6 - Parkesburg #6570

City Gate (ESN003)

Eastern Shore

365

10/31/2008

Transco Z6 - Parkesburg #6570

City Gate (ESN003)

Eastern Shore

365

10/31/2010

Transco Z6 - Parkesburg #6570

City Gate (ESN003)

 

 

 

**FIRM TRANSPORT ASSOCIATED WITH STORAGE**

 

 

 

 

Eastern Shore

181

3/31/2013

Transco Z6 - Parkesburg #6570

City Gate (ESN003)

November - April

Eastern Shore

90

10/31/2006

Transco Z6 - Parkesburg #6570

City Gate (ESN003)

December - February

Eastern Shore

365

10/31/2004

TCO - Daleville MLI 88

City Gate (ESN003)

 

181

 

November - April

 

184

 

May - October

 

 

 

 

 

 

 

Eastern Shore

53

10/31/2004

TCO - Daleville MLI 88

City Gate (ESN003)

Delivers on ST 020005

 

Eastern Shore

50

3/31/2013

Transco Z6 - Parkesburg #6570

City Gate (ESN003)

Delivers on ST 020003

 

Eastern Shore

50

4/1/2013

Transco Z6 - Parkesburg #6570

City Gate (ESN003)

Delivers on FT 020003

 

 

 

 

 

 

 

 

 

 

 

 

Eastern Shore

6

10/31/2006

Transco Z6 - Parkesburg #6570

City Gate (ESN003)

Delivers on FT 010012

 

 

 

**Exhibit A**

 

**Assigned and Agency Contracts Schedule**

 

**Firm Gas Transportation Service Agreement #5034 (FTS-1)**

**Between**

**Florida Gas Transmission Company**

**and**

**NUI Utilities Inc.**

**Dated 11/1/1993**

**Maximum Daily Quantity**

**Point(s) of Receipt**

**(MMBtu)***

**Nov-**

**May-**

**Point Description**

**Point**

**DRN**

**Oct**

**Mar**

**Apr**

**Sept**

**PRODUCTION ZONE 1:**

CS #7 EUNICE

25306

6489

0

0

0

0

MOPS-REFUGIO FGT

611

25809

5,510

10,391

4,143

4,135

NGPL-JEFFERSON FGT

10240

23703

0

0

0

1,069

SABINE PASS PLANT (Johnson's Bayou)

282

23422

6,333

9,334

6,333

5,265

Zone 1 Total

11,843

19,725

10,476

10,469

**PRODUCTION ZONE 2:**

COLUMBIA GULF-LAFAYETTE FGT

62410

179851

2,742

4,322

2,326

1,875

CS #8 ZACHARY

25412

7995

0

0

0

0

KOCH-ST. LANDRY FGT

10102

10034

0

0

0

0

SABINE-KAPLAN FGT

23062

10881

2,742

4,322

2,327

1,875

TETCO-ATCHAFALAYA FGT

10147

10030

1,995

3,809

1,961

2,859

TRUNKLINE-VERMILLION FGT

25405

50031

0

0

0

0

Zone 2 Total

7,479

12,453

6,614

6,609

**PRODUCTION ZONE 3:**

CARNES TENNESSEE FGT (REC)

10258

12740

0

0

0

0

CS #11 MOUNT VERNON

25309

716

0

0

0

0

KOCH-ST. HELENA FGT

10109

9906

0

0

0

0

SNG-FRANKLINTON FGT BI-DIR (REC)

10095

11224

0

0

0

0

TRANSCO/CITRONELLE FGT CAPACITY

62132

157553

4,340

5,348

3,696

2,865

TRANSCO-ST. HELENA FGT

10114

9903

2,569

6,159

2,415

3,242

Zone 3 Total

6,909

11,507

6,111

6,107

**Total MDQ:**

**26,231**

**43,685**

**23,201**

**23,185**

* Exclusive of Transporter's fuel. Shipper to provide fuel pursuant        to Fuel Reimbursement Charge Adjustment provisions of Transporter's

F.E.R.C. Gas Tariff, General Terms and Conditions.

**Exhibit A**

**Assigned and Agency Contracts Schedule**

**Firm Gas Transportation Service Agreement #3608 (FTS-2)**

**Between**

**Florida Gas Transmission Company**

**and**

**NUI Utilities Inc.**

**Dated 12/12/1991**

**Maximum Daily Quantity**

**Point(s) of Receipt**

**(MMBtu)***

**Nov-**

**May-**

**Point Description**

**Point**

**DRN**

**Oct**

**Mar**

**Apr**

**Sept**

**PRODUCTION ZONE 1:**

CS #7 EUNICE

25306

6489

0

0

0

0

HPL-MAGNET WITHERS FGT

8576

24662

1,562

420

420

1,562

Zone 1 Total

1,562

420

420

1,562

**PRODUCTION ZONE 2:**

CS #8 ZACHARY

25412

7995

0

0

0

0

KOCH-ST. LANDRY FGT

10102

10034

0

0

0

0

TETCO-ATCHAFALAYA FGT

10147

10030

0

0

0

0

Zone 2 Total

0

0

0

0

**PRODUCTION ZONE 3:**

CS #11 MOUNT VERNON

25309

716

0

0

0

0

DESTIN PIPELINE/FGT

71298

241390

0

929

929

0

EXXON-ST. REGIS / FGT

10141

38221

0

0

0

0

KOCH SHADYSIDE

930300

10370

0

0

0

0

TENN PATTERSON

932500

10367

0

0

0

0

TRANSCO FROST

946400

9191

0

0

0

0

TRANSCO-ST. HELENA FGT

10114

9903

3,868

1,221

1,221

3,868

Zone 3 Total

3,868

2,150

2,150

3,868

**Total MDQ:**

**5,430**

**2,570**

**2,570**

**5,430**

* Exclusive of Transporter's fuel. Shipper to provide fuel pursuant        to Fuel Reimbursement Charge Adjustment provisions of Transporter's

F.E.R.C. Gas Tariff, General Terms and Conditions.

**Exhibit A**

**Assigned and Agency Contracts Schedule**

**Firm Gas Transportation Service Agreement #5364 (FTS-2)**

**Between**

**Florida Gas Transmission Company**

**and**

**NUI Utilities Inc.**

**Dated 8/12/1993**

**Maximum Daily Quantity**

**Point(s) of Receipt**

**(MMBtu)***

**Nov-**

**May-**

**Point Description**

**Point**

**DRN**

**Oct**

**Mar**

**Apr**

**Sept**

**PRODUCTION ZONE 1:**

CS #7 EUNICE

25306

6489

0

0

0

0

NGPL-JEFFERSON FGT

10240

23703

1,067

3,782

3,782

1,067

Zone 1 Total

1,067

3,782

3,782

1,067

**PRODUCTION ZONE 2:**

CS #8 ZACHARY

25412

7995

0

0

0

0

KOCH-ST. LANDRY FGT

10102

10034

0

0

0

0

TETCO-ATCHAFALAYA FGT

10147

10030

0

0

0

0

Zone 2 Total

0

0

0

0

**PRODUCTION ZONE 3:**

CS #11 MOUNT VERNON

25309

716

0

0

0

0

DESTIN PIPELINE/FGT

71298

241390

1,038

3,679

3,679

1,038

KOCH SHADYSIDE

930300

10370

0

0

0

0

TENN PATTERSON

932500

10367

0

0

0

0

TRANSCO/CITRONELLE FGT CAPACITY

62132

157553

1,465

5,194

5,194

1,465

TRANSCO FROST

946400

9191

0

0

0

0

Zone 3 Total

2,503

8,873

8,873

2,503

**Total MDQ:**

**3,570**

**12,655**

**12,655**

**3,570**

* Exclusive of Transporter's fuel. Shipper to provide fuel pursuant        to Fuel Reimbursement Charge Adjustment provisions of Transporter's

F.E.R.C. Gas Tariff, General Terms and Conditions.

 

 

**Exhibit B**

**Monthly Compensation Schedule**

Delivery Month

Compensation Amount  
Apr-04

[*]

May-04

[*]

Jun-04

[*]

Jul-04

[*]

Aug-04

[*]

Sep-04

[*]

Oct-04

[*]

Nov-04

[*]

Dec-04

[*]

Jan-05

[*]

Feb-05

[*]

Mar-05

[*]

_________

[*]  Certain information on this page has been omitted and filed  separately with the Securities and Exchange Commission.  Confidential  treatment has been requested with respect to the omitted portions.

 

EXHIBIT C

 

GAS SUPPLY AGREEMENT

 

(Filed as Exhibit 10(lxiv) to NUI's Form 10-K for Fiscal Yearended September 30, 2003) |