**THIRD AMENDMENT TO CREDIT AGREEMENT**

            **THIS THIRDAMENDMENT TO CREDIT AGREEMENT** (this "Amendment") isexecuted October 25, 2002, effective (unless otherwise indicated) as ofDecember 19, 2001, by and among **NUI CORPORATION**, a New Jersey corporation(the "Borrower"); the lenders from time to time partiesthereto (collectively, the "Lenders" and each individually, a"Lender"); **FLEET NATIONAL BANK**, as Agent for theLenders (in such capacity, with its successors and assigns, the "Agent");**PNC BANK, NATIONAL ASSOCIATION**, as Syndication Agent (in such capacity,with its successors and assigns, the "Syndication Agent"); and**FIRST UNION NATIONAL BANK**, as Documentation Agent (in such capacity,with its successors and assigns, the "Documentation Agent"). 

**RECITALS**

            A.        The Borrower, the Lenders, the Agent,the Syndication Agent and the Documentation Agent are parties to that certainCredit Agreement dated as of December 19, 2001, as amended through the datehereof (the "Credit Agreement").  Capitalized terms used herein without definition have themeanings assigned to them in the Credit Agreement.

            B.         The Borrower has requested certainamendments to the Credit Agreement, all as set forth below.

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

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

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

**A.        Fixed Charge CoverageRatio. **Section 5.3b of the Credit Agreement is amended toread in its entirety as follows:

"**5.3b    Fixed Charge Coverage Ratio**.  At no time permit, for any period of fourconsecutive Fiscal Quarters ending on or after December 31, 2001, the ratio of(i) the sum of (A) Consolidated Net Income for such period plus (B) incometaxes deducted in determining such Net Income plus (C) Consolidated FixedCharges for such period plus (D) the one-time non-cash goodwill impairment lossrecognized by the Borrower (in the Fiscal Quarter ending December 31, 2001)relating to its Subsidiary, T.I.C. Enterprises, L.L.C. ("TIC"),pursuant to SFAS 142 plus (E) the one-time non-recurring losses recognized bythe Borrower on or prior to September 30, 2002 in connection with thediscontinuance of TIC's operations pursuant to SFAS 144; to (ii) ConsolidatedFixed Charges for such period, to be less than the following:
| **Four Fiscal Quarters Ending**                                                         | **Minimum Fixed Charge  Coverage Ratio** |
|-----------------------------------------------------------------------------------------|------------------------------------------|
| December 31, 2001, March 31, 2002 and       June 30, 2002 | 1.75:1.00                                |
| September 30, 2002 and thereafter                                                       | 1.50:1.00                                |

As used herein, the terms SFAS 142 and SFAS 144 referto Statement of Financial Accounting Standard No. 142 and Statement ofFinancial Accounting Standard No. 144, respectively."

**B.**        **Saleand Leaseback.**  EffectiveOctober 25, 2002, Section 5.19 of the Credit Agreement is hereby amended toread in its entirety as follows:

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

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

1.         EffectiveOctober 25, 2002,Section 5.10 of the Credit Agreement is deleted andthe following substituted therefor:

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

** **2.**        **Effective October 25, 2002,the definition of "Applicable Euro-Rate Margin" is amended by deleting thetable set forth therein and substituting the following: 
| **Senior Unsecured Debt Rating**        | **Applicable   Euro-Rate Margin** |
|-----------------------------------------|-----------------------------------|
| Level 1

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

BBB+/Baa1                      | 60.0                              |
| Level 3

BBB/Baa2                       | 70.0                              |
| Level 4

BBB-/Baa3                      | 80.0                              |
| Level 5

Rated less than BBB-/Baa3      | 190.0                             |

            3.         EffectiveOctober 25, 2002,the definition of Facility Fee Rate is amended by deleting thetable set forth therein and substituting the following:  
| **Senior Unsecured Debt Rating**              | **Facility Fee Rate** |
|-----------------------------------------------|-----------------------|
| Level 1

Rated greater than or equal to A-/A3 | 12.5                  |
| Level 2

BBB+/Baa1                            | 15.0                  |
| Level 3

BBB/Baa2                             | 17.5                  |
| Level 4

BBB-/Baa3                            | 20.0                  |
| Level 5

Rated less than BBB-/Baa3            | 35.0                  |

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

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

            2.         Bydeleting the words "and consolidating" from clauses (C) and (D) ofsubparagaph (ii).

            3.         Bydeleting the word "Andersen" from subparagraph (ii) thereof and substitutingtherefor "PricewaterhouseCoopers LLP".

**E.**         **Permitted IndebtednessClarification. **Section 5.13 ofthe Credit Agreement is hereby amended by inserting at the beginning ofsubparagraph (d) thereof the following:

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

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

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

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

            B.         The representations and warranties ofthe Borrower and each of the Guarantors contained in the Credit Agreement andthe other Loan Documents are true and correct in all material respects on andas of the date of this Amendment as though made at and as of such date, exceptto the extent that such representations and warranties relate solely to anearlier date.  Since the Closing Date,no event or circumstance has occurred or existed which could reasonably beexpected to have Material Adverse Effect. As of the date hereof, after giving effect to this Amendment, noPotential Default or Event of Default has occurred and is continuing.

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

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

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

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

            1.         Onor before the date hereof:

                        (a)  This Amendment;

                        (b)  The Confirmation of Guaranty executed by theGuarantors; and

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

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

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

**V.        MISCELLANEOUS.**

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

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

            C.        This Amendment may be executed by theparties hereto in several counterparts hereof and by the different partieshereto on separate counterparts hereof, all of which counterparts shalltogether constitute one and the same agreement.  Delivery of an executed signature page of this Amendment byfacsimile transmission shall be effective as an in-hand delivery of an originalexecuted counterpart hereof.

*[The nextpages are the signature pages.]*

IN WITNESS WHEREOF, the partieshereto, intending to be legally bound hereby, 

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

ATTEST:                                                                     **NUICORPORATION**

By: /s/   CAROLA. SLIKER                                        By:  /s/  CHARLESN. GARBER

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

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

By:_________________________                             By:___________________________

Name:______________________                              Name:________________________

Title:_______________________                               Title:_________________________

**FLEETNATIONAL BANK**,

in its capacityas the Agent hereunder

By:  /s/ STEPHEN J. HOFFMANName:  Stephen J. HoffmanTitle:    Director

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

                                                                         **FLEET NATIONAL BANK**

                                                                        By:  /s/ STEPHEN J. HOFFMAN                                                                        Name:  Stephen J. Hoffman                                                                       Title:    Director

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

                                                                         **PNC BANK, NATIONALASSOCIATION**

                                                                        By:  /s/ MICHAEL RICHARDS                                                                        Name:  Michael Richards                                                                       Title:    Vice President

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

                                                                        **WACHOVIABANK, National Association**                                                                         (**f/k/a****FIRST UNIONNATIONAL BANK)**

                                                                        By:  /s/ ROTCHER WATKINS                                                                        Name:  Rotcher Watkins                                                                       Title:    Managing Director

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

                                                                         **BANK OF TOKYO-MITSUBISHITRUST**                                                                         **COMPANY**

                                                                        By:  /s/ J. WILLIAM RHODES                                                                        Name:  J. William Rhodes                                                                        Title:    Vice President

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

                                                                         **CITIZENS BANK**

                                                                        By:  /s/ MICHAEL OUELLET                                                                        Name:  Michael Ouellet                                                                        Title:    Vice President

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

                                                                         **CIBCINC.**

                                                                        By:  /s/ NORA Q. CATIIS                                                                        Name:  Nora Q. Catiis                                                                        Title:    Authorized Signatory

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

                                                                         **MELLON BANK, N.A.**

                                                                        By:  /s/ ROGER N. STANIER                                                                        Name:  Roger N. Stanier                                                                        Title:    Vice President 

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