NUI CORP /NJ/
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-1.htm
<TEXT>
<html>

<head>

<title>E&amp;A DRAFT: 2/5/03</title>

</head>

<body link=blue vlink=purple>

<div>

<p align=right><b>EXHIBIT 10.1&nbsp;</b></p>

<p align=right><b>&nbsp;</b></p>

<p align=right><b>&nbsp;</b></p>

<p align=center><b>CREDIT AGREEMENT</b></p>

<p align=center><b>Dated as of</b></p>

<p align=center><b>February 12, 2003</b></p>

<p align=center><b>By and Among</b></p>

<p align=center><b>NUI CORPORATION,</b></p>

<p align=center>as
the Borrower,</p>

<p align=center><b>THE FINANCIAL INSTITUTIONS PARTY HERETO,</b></p>

<p align=center>as the Lenders hereunder,</p>

<p align=center><b>FLEET
NATIONAL BANK,</b></p>

<p align=center>as
the&nbsp; Administrative Agent,</p>

<p align=center><b>CITIZENS
BANK OF MASSACHUSETTS</b></p>

<p align=center>and</p>

<p align=center><b>CIBC,
INC.,</b></p>

<p align=center>as
Co-Syndication Agents,</p>

<p align=center>&nbsp;</p>

<p align=center>and</p>

<p align=center>&nbsp;</p>

<p align=center><b>PNC
BANK, NATIONAL ASSOCIATION,</b></p>

<p align=center>as
Documentation Agent</p>

<p align=center>&nbsp;</p>

<p align=center><u>_________________________________________________________</u></p>

<p align=center>&nbsp;</p>

<p align=center><b>FLEET
SECURITIES, INC.,</b></p>

<p align=center>as
the Sole Arranger and Syndication Agent</p>

<p align=center>&nbsp;</p>

<p align=center>&nbsp;</p>

</div>

<u><br clear=all>
</u>

<p align=center><u>TABLE OF
CONTENTS</u></p>

<p align=center>&nbsp;</p>

<table border=1 cellspacing=0 cellpadding=0>
 <tr>
  <td width=104 colspan=3 valign=top>
  <p>ARTICLE
  I</p>
  </td>
  <td width=480 colspan=2 valign=top>
  <p>DEFINITIONS</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>1</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  &nbsp;
  </td>
  <td width=540 colspan=4 valign=top>
  &nbsp;
  </td>
  <td width=48 colspan=2 valign=top>
  &nbsp;
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p align="left">1.1
  </td>
  <td width=540 colspan=4 valign=top>
  <p align="left">Defined Terms
  </td>
  <td width=48 colspan=2 valign=top>
  <p align="right">1
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>1.2</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>GAAP
  Definitions</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>19</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>1.3</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Other
  Definitional Conventions and Rules of Construction</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>19</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>

  </td>
  <td width=540 colspan=4 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=104 colspan=3 valign=top>
  <p>ARTICLE
  II</p>
  </td>
  <td width=480 colspan=2 valign=top>
  <p>THE
  LOANS</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>19</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>

  </td>
  <td width=540 colspan=4 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.1</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>The
  Revolving Credit</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>19</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.1a</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Commitment
  of Each Lender</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>20</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.1b</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Notes</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>21</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.1d</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Loan
  Request</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>21</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.1e</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Making
  Loans</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>21</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.1f</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Swing
  Loans</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>22</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.2</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Interest
  Rates, Interest Payment and Certain Provisions Relating to Interest and Fees</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>23</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.2a</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Payments
  of Interest</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>23</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.2b</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Interest
  Rate Options</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>23</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.2c</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Interest
  Periods; Limitations on Elections</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>24</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.2d</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Election,
  Conversion or Renewal of Interest Rte Options</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>24</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.2e</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Notification
  of Election of an Interest Rate Option</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>25</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.2f</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Interest
  After Maturity</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>25</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.3</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Yield-Protection,
  Capital Adequacy and Miscellaneous Provisions Relating to Euro-Rate</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>25</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.3a</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Yield
  Protection</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>25</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.3b</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Capital
  Adequacy</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>26</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.3c</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Euro-Rate
  Unascertainable</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>27</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.3d</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Illegality</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>27</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.3e</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Change
  of Lending Office</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>28</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.4</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Fees</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>28</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.4a</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Facility
  Fee</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>28</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.4b</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Certain
  Other Fees</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>28</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.5</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Calculation
  of Interest and Facility Fee</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>28</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.6</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Extension
  of Termination Date</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>29</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.7</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Substitution
  or Replacement of a Lender</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>29</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.8</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Loan
  Repayment</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>30</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.9</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Additional
  Payments by the Borrower</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>30</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.10</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Voluntary
  Reduction of Availability</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>30</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.11</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Loan
  Account</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>31</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.12</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Payment
  from Accounts Maintained by Borrower</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>31</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.13</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Time,
  Place and Manner of Payments</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>31</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.14</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Mandatory
  Payments</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>31</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.15</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Letters
  of Credit</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>32</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.15a</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>L/C
  Commitment</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>32</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.15b</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Procedure
  for Issuance of Letters of Credit</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>32</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.15c</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Fees,
  Commissions and Other Charges</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>32</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.15d</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>L/C
  Participations</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>33</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.15e</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Reimbursement
  Obligation of the Borrower</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>34</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.15f</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Obligations
  Absolute</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>34</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.15g</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Letter
  of Credit Payments</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>35</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>2.15h</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Application</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>35</p>
  </td>
 </tr>
 <tr>
  <td width=104 colspan=3 valign=top>

  </td>
  <td width=480 colspan=2 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=104 colspan=3 valign=top>
  <p>ARTICLE
  III</p>
  </td>
  <td width=480 colspan=2 valign=top>
  <p>REPRESENTATIONS
  AND WARRANTIES</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>35</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>

  </td>
  <td width=540 colspan=4 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>3.1</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Corporate
  Existence, Subsidiaries</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>35</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>3.2</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Corporate
  Authority</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>36</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>3.3</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Enforceability</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>36</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>3.4</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>No
  Restrictions, No Default</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>36</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>3.5</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Financial
  Statements</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>36</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>3.6</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Absence
  of Litigation</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>37</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>3.7</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Tax
  Returns and Payments</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>37</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>3.8</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Pension
  Plans</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>37</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>3.9</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Compliance
  with Applicable Laws</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>37</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>3.10</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Environmental
  Matters</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>38</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>3.11</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Governmental
  approval</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>38</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>3.12</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Regulations
  T, U and X</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>38</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>3.13</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Investment
  Company Act</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>38</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>3.14</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Public
  Utility Holding Company Act</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>38</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>3.15</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Disclosure</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>38</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>

  </td>
  <td width=540 colspan=4 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=104 colspan=3 valign=top>
  <p>ARTICLE
  IV</p>
  </td>
  <td width=480 colspan=2 valign=top>
  <p>AFFIRMATIVE
  COVENANTS</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>38</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>

  </td>
  <td width=540 colspan=4 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>4.1</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Use
  of Proceeds</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>39</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>4.2</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Furnishing
  Information</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>39</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>4.3</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Visitation</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>41</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>4.4</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Preservation
  of Existence; Qualification</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>41</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>4.5</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Compliance
  with Laws and Contracts</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>41</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>4.6</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Payment
  of Taxes and Other Liabilities</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>41</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>4.7</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Insurance</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>42</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>4.8</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Maintenance
  of Properties</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>42</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>4.9</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Plans
  and Benefit Arrangement</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>42</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>4.10</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Senior
  Debt Status</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>42</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>4.11</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Ownership
  of Certain Subsidiaries</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>42</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>4.12</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>New
  Subsidiaries</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>42</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>4.13</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Indebtedness
  of Virginia Gas</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>43</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>

  </td>
  <td width=540 colspan=4 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=104 colspan=3 valign=top>
  <p>ARTICLE
  V</p>
  </td>
  <td width=480 colspan=2 valign=top>
  <p>NEGATIVE
  COVENANTS</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>43</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>

  </td>
  <td width=540 colspan=4 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.1</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Dividends,
  Etc.</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>43</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.2</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Encumbrances</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>43</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.3a</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Leverage
  Ratio</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>44</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.3b</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Fixed
  Charge Coverage Ratio</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>44</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.4</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Acquisitions</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>44</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.5</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Sales
  of Assets</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>44</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.6</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Merger</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>45</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.7</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Regulation
  T, U and X Compliance</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>45</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.8</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>ERISA</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>45</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.9</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>No
  Limitation of Dividends and Distributions</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>46</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.10</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>[Intentionally
  Omitted.]</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>46</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.11</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Subsidiaries</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>46</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.12</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Limitation
  on Capital Expenditures</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>46</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.13</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Limitation
  on Indebtedness</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>46</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.14</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Limitation
  on Contingent Obligations</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>47</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.15</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>[Intentionally
  Omitted.]</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>48</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.16</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Limitation
  on Investments, Loans and Advances</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>48</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.17</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Limitation
  on Optional Payments and Modifications of Debt Instruments</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>49</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.18</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Transactions
  with Affiliates</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>49</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>5.19</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Sale
  and Leaseback</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>49</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>

  </td>
  <td width=540 colspan=4 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=104 colspan=3 valign=top>
  <p>ARTICLE
  VI</p>
  </td>
  <td width=480 colspan=2 valign=top>
  <p>CONDITIONS
  PRECEDENT TO ALL EXTENSIONS OF CREDIT</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>49</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>

  </td>
  <td width=540 colspan=4 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>6.1</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>All
  Extensions of Credit</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>49</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>6.1a</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>No
  Default</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>50</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>6.1b</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Representations
  Correct</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>50</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>6.1c</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Extension
  of Credit Requirements</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>50</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>6.2</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Conditions
  Precedent to the Initial Extensions of Credit Under the Commitments</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>50</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>

  </td>
  <td width=540 colspan=4 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=104 colspan=3 valign=top>
  <p>ARTICLE
  VII</p>
  </td>
  <td width=480 colspan=2 valign=top>
  <p>DEFAULTS</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>52</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>

  </td>
  <td width=540 colspan=4 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.1</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Payment
  Default</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>52</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.2</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Nonpayment
  of Other Indebtedness</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>52</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.3</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Insolvency</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>52</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.3a</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Involuntary
  Proceedings</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>52</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.3b</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Voluntary
  Proceedings</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>52</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.4</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Termination
  of Existence</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>53</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.5</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Failure
  to Comply with Covenants</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>53</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.5a</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Failure
  to Comply with Certain Article IV Covenants and Article V Covenants</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>53</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.5b</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Failure
  to Comply with Other Covenants</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>53</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.6</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Misrepresentation</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>53</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.7</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Adverse
  Judgments, Etc.</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>53</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.8</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Invalidity
  or Unenforceability</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>53</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.9</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>ERISA</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>54</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.10</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Change
  of Control; Change of Beneficial Ownership or Board</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>54</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.11</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Consequences
  of an Event of Default</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>54</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>7.12</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Remedies
  Upon Default</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>55</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>

  </td>
  <td width=540 colspan=4 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=104 colspan=3 valign=top>
  <p>ARTICLE
  VIII</p>
  </td>
  <td width=480 colspan=2 valign=top>
  <p>AGREEMENT
  AMONG LENDERS</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>55</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>

  </td>
  <td width=540 colspan=4 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.1</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Appointment
  and Grant of Authority</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>55</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.2</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Delegation
  of Duties</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>56</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.3</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Reliance
  by Agent on Lenders for Funding</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>56</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.4</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Non-Reliance
  on Agent</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>56</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.5</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Responsibility
  of Agent and Other Matters</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>56</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.5a</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Ministerial
  Nature of Duties</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>56</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.5b</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Limitation
  of Liability</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>57</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.5c</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Reliance</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>57</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.6</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Actions
  in Discretion of Agent; Instructions from the Lenders</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>57</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.7</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Indemnification</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>57</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.8</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Agent's
  Rights as a Lender</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>58</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.9</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Payment
  to Lenders</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>58</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.10</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Pro
  Rata Sharing</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>58</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.11</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Successor
  Agent</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>59</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.11a</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Resignation
  of Agent</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>59</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.11b</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Rights
  of the Former Agent</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>59</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.12</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Notice
  of Default</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>59</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.13</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Notices</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>59</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.14</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Holders
  of Notes</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>59</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.15</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Calculations</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>59</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>8.16</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Beneficiaries</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>59</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>

  </td>
  <td width=540 colspan=4 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=103 colspan=2 valign=top>
  <p>ARTICLE
  IX</p>
  </td>
  <td width=480 colspan=2 valign=top>
  <p>GENERAL
  PROVISIONS</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>60</p>
  </td>
  <td
  width=1><p>&nbsp;</td>
 </tr>
 <tr>
  <td width=44 valign=top>

  </td>
  <td width=540 colspan=4 valign=top>

  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.1</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Amendments
  and Waivers</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>60</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.2</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Expenses</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>61</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.3</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Notices</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>61</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.4</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Tax
  Withholding</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>62</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.5</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Successors
  and Assigns</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>62</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.6</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Assignments
  and Participations</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>62</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.6a</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Assignments</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>62</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.6b</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Assignment
  Register</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>64</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.6c</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Participations</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>64</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.7</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Severability</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>64</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.8</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Survival</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>64</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.9</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Governing
  Law</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>64</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.10</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Non-Business
  Days</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>65</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.11</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Integration</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>65</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.12</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Headings</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>65</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.13</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Set-Off</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>65</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.14</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Consent
  to Forum</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>65</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.15</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Waiver
  of Jury Trial</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>65</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.16</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Indemnity</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>66</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.17</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Counterparts</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>66</p>
  </td>
 </tr>
 <tr>
  <td width=44 valign=top>
  <p>9.18</p>
  </td>
  <td width=540 colspan=4 valign=top>
  <p>Replacement
  of Note</p>
  </td>
  <td width=48 colspan=2 valign=top>
  <p align=right>66</p>
  </td>
 </tr>
 <tr height=0>
  <td width=44></td>
  <td width=59></td>
  <td width=1></td>
  <td width=479></td>
  <td width=1></td>
  <td width=47></td>
  <td width=1></td>
 </tr>
</table>



<u><br clear=all>
</u>



<div>

<p><u>&nbsp;</u></p>

<p align=center><u>TABLE
OF EXHIBITS</u></p>

<p><u>Name of Exhibit</u></p>



<p>Exhibit A&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pricing
Grid</p>



<p>Exhibit B&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Form
of Note</p>



<p>Exhibit C&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Form
of Swingline Note</p>



<p>Exhibit D&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Form
of Revolving Loan Request</p>



<p>Exhibit E&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Form
of Swingline Loan Request</p>



<p>Exhibit F&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Form
of Compliance Certificate</p>



<p>Exhibit G&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Form
of Opinion of Counsel</p>



<p>Exhibit H&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Form
of Assignment and Assumption Agreement</p>



<p>Exhibit I&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Form
of Guaranty Agreement</p>

<p><u>&nbsp;</u></p>

<p>Exhibit J&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Form
of Solvency Certificate</p>



<p>Exhibit K&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Form
of Increase Request</p>

<p><u>&nbsp;</u></p>

<p><u>Schedules</u></p>



<p>3.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subsidiaries</p>



<p>3.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Plans</p>



<p>5.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Existing
Encumbrances Securing Indebtedness</p>



<p>5.13&nbsp;&nbsp;&nbsp;&nbsp; Indebtedness</p>











</div>

<b><br clear=all>
</b>

<div>

<p align=center><b>CREDIT AGREEMENT</b></p>



<p><b>THIS
CREDIT AGREEMENT</b>, dated as of February 12, 2003, by and
among <b>NUI CORPORATION</b>, a New Jersey corporation (as further defined
below, the &quot;<u>Borrower</u>&quot;), the financial institutions listed on
the signature pages hereto, and each other financial institution which, from
time to time, becomes a party hereto in accordance with Subsection 9.6a (individually, a &quot;<u>Lender</u>&quot;
and collectively, the &quot;<u>Lenders</u>&quot;), <b>FLEET NATIONAL BANK</b>,
as Administrative Agent for the Lenders (in such capacity the &quot;<u>Agent</u>&quot;)
and as Swingline Lender, <b>CITIZENS BANK OF MASSACHUSETTS </b>and <b>CIBC INC.</b>,
as Co-Syndication Agents and <b>PNC BANK, NATIONAL ASSOCIATION</b>, as
Documentation Agent.</p>



<p align=center><b>RECITALS</b>:</p>



<p>WHEREAS,
the Borrower desires to obtain a Commitment (as defined below) from each of the
Lenders pursuant to which Loans, (as defined below) will be made to, and
Letters of Credit will be issued for the account of, the Borrower from time to
time prior to the Termination Date (as defined below); and</p>



<p>WHEREAS, the
Lenders are willing, on the terms and subject to the conditions hereinafter set
forth, to extend such Commitment and make such Loans to, and issue Letters of
Credit for the account of, the Borrower.</p>



<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; NOW THEREFORE</b>, the
parties hereto, intending to be legally bound, and in consideration of the
foregoing and the mutual covenants contained herein, hereby agree as follows:</p>



<p align=center><b>ARTICLE 1. DEFINITIONS.</b></p>



<p><b>1.1</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Defined
Terms</u></b>.&nbsp; As used herein the following terms
shall have the meaning specified unless the context otherwise requires:</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Adjusted Base Rate</u>&quot;
means the interest rate relating to the Base Rate Option as described in item
(i) of subsection 2.2(b).</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Adjusted Euro-Rate</u>&quot;
means the interest rate relating to the Euro-Rate Option as described in item
(ii) of Subsection 2.2b.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Affiliate</u>&quot; means
as to any Person, any other Person (other than a Subsidiary) which, directly or
indirectly, is in control of, is controlled by, or is under common control
with, such Person.&nbsp; For purposes of this
definition, &quot;control&quot; of a Person means the power, directly or
indirectly, either to vote 10% or more of the securities having ordinary voting
power for the election of directors of such Person or (b) direct use or cause
the direction of the management and the policies of such Person, whether by
contract or otherwise.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Agent</u>&quot; has the
meaning set forth in the preamble to this Agreement.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Agreement</u>&quot; means this
Credit Agreement, together with the exhibits and schedules hereto and all
extensions, renewals, amendments, modifications, substitutions and replacements
hereto and hereof, as amended, supplemented or modified from time to time.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Applicable Base Rate Margin</u>&quot;
means, for each Base Rate Portion, a rate per annum equal to the annualized
rates (stated in terms of basis points) indicated on the pricing grid attached
hereto as &quot;<u>Exhibit A</u>&quot; and corresponding to the ratings
established by both S&amp;P and Moody's applicable to the Borrower's Senior
Ratings at such date of determination, <u>provided</u>,
<u>however</u>, that the Applicable Base Rate Margin will be increased by
twelve and one-half (12.5) basis points (0.125%) during the period in which
more than 50% of the Commitments are utilized.&nbsp;
For the purposes hereof, the Commitments shall be deemed to be utilized
by the aggregate amount of Loans and/or Letters of Credit then outstanding.</p>



<p>For
purposes of determining the Applicable Base Rate Margin: (i) if the Senior
Ratings established by Moody's and S&amp;P shall differ, the pricing shall be
based on the higher of the two Senior Ratings unless one of the Senior Ratings
is two or more levels lower than the other, in which case the pricing shall be
determined by reference to the level next above that of the lower of the two
Senior Ratings, (ii) if any Senior Rating established by Moody's or S&amp;P
shall be changed (other than as a result of a change in the rating system of
either Moody's or S&amp;P), such change shall be effective as of the date on
which such change is first announced by the rating agency making such change,
(iii) notwithstanding anything herein to the contrary, if at any time during
the term of this Agreement, the Borrower shall not have a Senior Rating
assigned by S&amp;P, the &quot;Applicable Base Rate Margin&quot; means, for
each Base Rate Portion, a rate per annum equal to the annualized rates (stated
in terms of basis points) indicated on the pricing grid attached hereto as <u>Exhibit
A</u> and corresponding to the ratings established by Moody's applicable to the
Borrower's Senior Ratings at such date of determination, and (iv)
notwithstanding anything herein to the contrary, if at any time during the term
of this Agreement, the Borrower shall not have a Senior Rating assigned by
Moody's, the &quot;Applicable Base Rate Margin&quot; means, for each Base Rate
Portion, a rate per annum equal to the annualized rates (stated in terms of
basis points) indicated on the pricing grid attached hereto as <u>Exhibit A</u>
and corresponding to the ratings established by S&amp;P applicable to the
Borrower's Senior Ratings at such date of determination.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Applicable Euro-Rate Margin</u>&quot;
means, for each Euro-Rate Portion, a rate per annum equal to the annualized
rates (stated in terms of basis points) indicated on the pricing grid attached
hereto as &quot;<u>Exhibit A</u>&quot; and corresponding to the ratings
established by both S&amp;P and Moody's applicable to the Borrower's Senior
Ratings at such date of determination, <u>provided</u>,
<u>however</u>, that the Applicable Euro-Rate Margin will be increased by twelve
and one-half (12.5) basis points (0.125%) during the period in which more than
50% of the Commitments are utilized.&nbsp;
For the purposes hereof, the Commitments shall be deemed to be utilized
by the aggregate amount of Loans and/or Letters of Credit then outstanding.</p>



<p>For
purposes of determining the Applicable Euro-Rate Margin: (i) if the Senior
Ratings established by Moody's and S&amp;P shall differ, the pricing shall be
based on the higher of the two Senior Ratings unless one of the Senior Ratings
is two or more levels lower than the other, in which case the pricing shall be
determined by reference to the level next above that of the lower of the two
Senior Ratings, (ii) if any Senior Rating established by Moody's or S&amp;P
shall be changed (other than as a result of a change in the rating system of
either Moody's or S&amp;P), such change shall be effective as of the date on
which such change is first announced by the rating agency making such change,
(iii) notwithstanding anything herein to the contrary, if at any time during
the term of this Agreement, the Borrower shall not have a Senior Rating
assigned by S&amp;P, the &quot;Applicable Euro-Rate Margin&quot; means, for
each Euro-Rate Portion, a rate per annum equal to the annualized rates (stated
in terms of basis points) indicated on the pricing grid attached hereto as <u>Exhibit
A</u> and corresponding to the ratings established by Moody's applicable to the
Borrower's Senior Ratings at such date of determination, and (iv)
notwithstanding anything herein to the contrary, if at any time during the term
of this Agreement, the Borrower shall not have a Senior Rating assigned by
Moody's, the &quot;Applicable Euro-Rate Margin&quot; means, for each Euro-Rate
Portion, a rate per annum equal to the annualized rates (stated in terms of
basis points) indicated on the pricing grid attached hereto as <u>Exhibit A</u>
and corresponding to the ratings established by S&amp;P applicable to the
Borrower's Senior Ratings at such date of determination.&nbsp; </p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Application</u>&quot; means
an application, in such form as the Issuing Bank may specify from time to time,
requesting the Issuing Bank to issue a Letter of Credit.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Assignment and Assumption
Agreement</u>&quot; means an Assignment and Assumption Agreement in the form of
<u>Exhibit &quot;H&quot;</u> hereto.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Authorized Officer</u>&quot;
means the President, any Vice President, the Chief Financial Officer, the
Treasurer or the principal accounting officer of the Borrower.&nbsp; The Agent and the Lenders shall be entitled
to rely on the incumbency certificate delivered pursuant to Section 6.2 for the
initial designation of each Authorized Officer.&nbsp; Additions or deletions to the list of Authorized Officers may be
made by the Borrower at any time by delivering to the Agent for redelivery to
each Lender a revised incumbency certificate.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Available Commitment</u>&quot;
means as to any Lender, at any time, an amount equal to the excess, if any, of
(a) such Lender's Commitment over (b) such Lender's Revolving Extensions of
Credit then outstanding.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Bank Indebtedness</u>&quot;
means the liability of the Borrower to pay the Loans, the Reimbursement
Obligations, the Facility Fee, other Fees, any other fees or amounts
outstanding in connection with Letters of Credit, interest on any of the
foregoing, and the other amounts, including, without limitation, expenses, due
hereunder.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Base Rate</u>&quot; means,
for any day, the higher of (i) the sum of (A) the Federal Funds Effective Rate
for such day <u>plus</u> (B) fifty (50) basis points (.50%) per annum and (ii)
the Prime Rate, as of such day.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Base Rate Option</u>&quot;
means the interest rate option described in item (i) of Subsection 2.2b.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Base Rate Portion</u>&quot;
means a Loan or a portion thereof which bears, or is to bear, interest at the
Adjusted Base Rate.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Borrower</u>&quot; means
NUI Corporation, a New Jersey corporation and its successors and permitted
assigns.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Borrowing Date</u>&quot;
means the date on which any extensions of credit are to be made hereunder.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Business Day</u>&quot;
means, any day other than a Saturday or Sunday or a legal holiday on which
commercial banks are authorized or required to be closed for business in Boston,
Massachusetts or New York, New York and, if the applicable Business Day relates
to any extension of credit to which the Euro-Rate Option applies, such day must
also be a day on which dealings are carried on in the London interbank market.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Capital Adequacy Event</u>&quot;
shall have the meaning given it in Subsection 2.3b.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Capital Compensation Amount</u>&quot;
shall have the meaning given it in Subsection 2.3b.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Closing</u>&quot; means the
execution and delivery of this Agreement which execution and delivery shall
occur at the offices of Edwards&nbsp;&amp; Angell, LLP in Boston,
Massachusetts, at 10:00 A.M. (eastern time) on February 12, 2003, or such other
location, date and time as is mutually agreeable to the parties hereto.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Closing Date</u>&quot;
means the day on which the Closing occurs.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Code</u>&quot; means the
Internal Revenue Code of 1986, as amended from time to time, or any successor
legislation thereto, together with all regulations promulgated and rulings
issued thereunder.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Commitment</u>&quot; means,
as to each Lender, the obligation of such Lender to make Loans available to the
Borrower pursuant to Section 2.1 and/or issue or participate in Letters of
Credit issued on behalf of the Borrower pursuant to Section 2.15 in an
aggregate principal amount and/or face amount at any one time outstanding not
to exceed the amount set opposite such Lender's name on the signature pages
hereto (as such amount may change from time to time pursuant to the terms
hereof, or, in the case of a Purchasing Lender, in its Assignment and
Assumption Agreement) and, as to all Lenders, the obligation of the Lenders to
make Loans available to the Borrower and/or issue or participate in Letters of
Credit issued on behalf of the Borrower in an aggregate amount equal to the
Commitments of all of the Lenders.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Commitment Percentage</u>&quot;
means, as to each Lender, the percentage its Commitment bears to the Total
Commitment, as such Lender's Commitment and the Total Commitment may be
adjusted from time to in accordance with this Agreement.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Commitment Period</u>&quot;
means the period from and including the Closing Date to but not including the
Termination Date, or such earlier date on which the Commitment shall terminate
as provided in this Agreement.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Compliance Certificate</u>&quot;
means a Compliance Certificate substantially in the form of <u>Exhibit
&quot;F&quot;</u>.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Compressor</u>&quot; has
the meaning set forth in Section 5.5(ii).</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Consolidated</u>&quot;
means, as to any two or more Persons, the consolidation of the accounts of such
Persons in accordance with GAAP.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Consolidated Fixed Charges</u>&quot;
means for any period the sum of (a) Consolidated Interest Expense; (b) required
amortization of Consolidated Total Indebtedness, determined on a Consolidated
basis in accordance with GAAP, for the period involved and discount or premium
relating to any such Consolidated Total Indebtedness for any period involved,
whether expensed or capitalized; and (c) Consolidated Lease Expense, determined
without duplication of items included in Consolidation Interest Expense, in
each case of the Borrower and its Subsidiaries.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Consolidated Interest
Expense</u>&quot; means for any period the amount of interest expense, both
expensed and capitalized, of the Borrower and its Subsidiaries, determined on a
Consolidated basis in accordance with GAAP, for such period on the aggregate
principal amount of their Indebtedness, determined on a Consolidated basis in
accordance with GAAP.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Consolidated Lease Expense</u>&quot;
means for any period, the aggregate amount of fixed and contingent rentals
payable by the Borrower and its Subsidiaries, determined on a Consolidated
basis in accordance with GAAP, for such period with respect to leases of real
and personal property.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Consolidated Net Income</u>&quot;
means for any period, net income of the Borrower
and its Subsidiaries, determined on a Consolidated basis in accordance with
GAAP, without giving effect to any non-cash gain, any non-cash loss, or any
reversals or adjustments to, or failure to recognize, revenue due to changes in
applicable U.S. accounting rules and regulations, in each case to the extent
reasonably acceptable to the Agent, including without limitation due to the
implementation, effective as of October 25, 2002, of EITF 02-03 (&quot;Issues
Involved in Accounting for Derivative Contracts Held for Trading Purposes and
Contracts Involved in Energy Trading and Risk Management Activities&quot;), the
effects of which EITF implementation are hereby deemed acceptable to the Agent.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Consolidated Shareholders'
Equity</u>&quot; means the total of those items enumerated under the heading
&quot;Common Shareholders' Equity&quot; in the Borrower's relevant balance
sheets determined on a Consolidated basis in accordance with GAAP, consistently
applied.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Consolidated Total
Capitalization</u>&quot; means, as of any date of determination, the sum of (i)
Consolidated Total Indebtedness plus (ii) Consolidated Shareholders' Equity.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Consolidated Total
Indebtedness</u>&quot; means all Indebtedness of the Borrower and its
Consolidated Subsidiaries, determined on a Consolidated basis in accordance
with GAAP, consistently applied.</p>



<p>&quot;<u>Dollars</u>&quot;
or &quot;<u>$</u>&quot; means the legal tender of the United States of America.</p>



<p>&quot;<u>Encumbrance</u>&quot;
means any encumbrance, mortgage, lien, charge, pledge, security interest,
priority payment, conditional sales agreement right, or other title retention
agreement right (including any right under a lease which, in accordance with
GAAP, would be treated as a capitalized item) in, upon or against any asset of
any Person.</p>



<p>&quot;<u>Environmental
Law(s</u>)&quot; means any and all statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, permits, concessions, grants, franchises,
licenses, agreements or other governmental restrictions of any Federal, state
or local governmental authority relating to the environment or the release of
any materials into the environment, whether now in existence or hereafter
enacted, agreed to, issued or otherwise becoming effective.</p>



<p>&quot;<u>ERISA</u>&quot;
means the Employee Retirement Income Security Act of 1974, together with the
regulations thereunder, as now in effect and as hereafter from time to time
amended or any successor statute.</p>



<p>&quot;<u>ERISA
Affiliate</u>&quot; means, as of any date, any member of a controlled group of
corporations of which the Borrower or any Subsidiary is a member, which, in any
event together with the Borrower are treated as of such date as a single
employer under Section 414 of the Code.</p>



<p>&quot;<u>Euro
Base Rate</u>&quot; means that rate per annum (rounded upward, if
necessary, to the nearest one hundred-thousandth of a percentage point) which
represents the offered rate for deposits in Dollars, for a period of time
comparable to such Interest Period, which appears on the British Bankers'
Association Interest Settlement Rate Page, as displayed as Dow Jones Market,
Page 3750, as of 11:00 a.m. (London time) on that day that is two Business Days
preceding the first day of such Interest Period; provided, however, that if the
rate described above does not appear on the Telerate System on any applicable
interest determination date, then the Euro Base Rate for any Interest Period
will be determined on the basis of the offered rates for deposits in Dollars
for a period of time comparable to such Interest Period which are offered by
four major banks in the London interbank market at approximately 11:00 a.m.
(London time) on that day that is two London Business Days preceding the first
day of such Interest Period, as selected by the Agent.&nbsp; The principal London office of each of four
major London banks will be requested to provide a quotation of its Dollar
deposit offered rate.&nbsp; If at least two
such quotations are provided, the rate for that date will be the arithmetic
mean of the quotations.&nbsp; If fewer than
two quotations are provided as requested, the rate for that date will be
determined on the basis of the rates quoted for loans in Dollars to leading
European banks for a period of time comparable to such Interest Period offered
by major banks in New York City at approximately 11:00 a.m. (New York City
time) on that day that is two London Business Days preceding the first day of
such Interest Period.&nbsp; In the event that
the Agent is unable to obtain any such quotation as provided above, it will be
deemed that the Euro-Rate for the proposed Interest Period cannot be
determined.&nbsp; </p>



<p>&quot;<u>Euro-Rate</u>&quot;
means, with respect to each day during each Interest Period pertaining to a
Loan to which the Euro-Rate Option applies, a rate per annum determined for
such day in accordance with the following formula:</p>



<p>Euro-Rate
=&nbsp;&nbsp;&nbsp;&nbsp; <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Euro
Base Rate&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></p>

<p>1.00
- Euro-Rate Reserve Percentage</p>



<p>&quot;<u>Euro-Rate
Option</u>&quot; means the interest rate option described in item (ii) of Subsection
2.2b.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Euro-Rate Portion</u>&quot;
means a Loan, or portion thereof, which bears, or is to bear, interest at the
Adjusted Euro-Rate.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Euro-Rate Reserve
Percentage</u>&quot; means the maximum aggregate reserve requirement (including
basic, supplemental, marginal and other reserves) which is imposed on member
banks of the Federal Reserve System against Euro-currency Liabilities as
defined in Regulation D.</p>



<p>&quot;<u>Existing
Credit Agreement</u>&quot; means the Credit Agreement, dated as of December 19,
2001, among the Borrower, each of the lenders as specified therein, Fleet
National Bank, as agent, PNC Bank National Association, as syndication agent
and First Union National Bank, as documentation agent.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Extension Agreement</u>&quot;
has the meaning given it in Section 2.6.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Extension Date</u>&quot;
has the meaning given it in Section 2.6.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Event of Default&quot;</u>
has the meaning given it in Article VII.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Facility Fee</u>&quot;
means the fee described in Subsection 2.4a.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Facility Fee Rate</u>&quot;
means a rate per annum equal to the annualized rates (stated in terms of basis
points) indicated on the pricing grid attached hereto as &quot;<u>Exhibit A</u>&quot;
and corresponding to the ratings established by both S&amp;P and Moody's
applicable to the Borrower's Senior Ratings at such date of determination. &nbsp;For purposes of determining the Facility Fee
Rate: (i) if the Senior Ratings established by Moody's and S&amp;P shall
differ, the pricing shall be based on the higher of the two Senior Ratings
unless one of the Senior Ratings is two or more levels lower than the other, in
which case the pricing shall be determined by reference to the level next above
that of the lower of the two Senior Ratings, (ii) if any Senior Rating
established by Moody's or S&amp;P shall be changed (other than as a result of a
change in the rating system of either Moody's or S&amp;P), such change shall be
effective as of the date on which such change is first announced by the rating
agency making such change, (iii) notwithstanding anything herein to the
contrary, if at any time during the term of this Agreement the Borrower shall
not have a Senior Rating assigned by S&amp;P, the &quot;Facility Fee Rate&quot;
means a rate per annum equal to the annualized rates referenced above (stated
in terms of basis points) that correspond to the ratings established by Moody's
applicable to the Borrower's Senior Ratings at such date of determination, and
(iv) notwithstanding anything herein to the contrary, if at any time during the
term of this Agreement the Borrower shall not have a Senior Rating assigned by
Moody's, the &quot;<u>Facility Fee Rate</u>&quot; means a rate per annum equal
to the annualized rates referenced above (stated in terms of basis points) that
correspond to the ratings established by S&amp;P applicable to the Borrower's
Senior Ratings at such date of determination.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Federal Funds Effective Rate</u>&quot; means,
for any day, the rate per annum (based on a year of 360 days and the actual
days elapsed and rounded upward to the nearest 1/100th of 1%) announced by the
Federal Reserve Bank of New York (or any successor) on such day as being the
weighted average of the rates on overnight federal funds transactions arranged
by federal funds brokers on the previous trading day, as computed and announced
by the Federal Reserve Bank of New York (or any successor) in substantially the
same manner as such Federal Reserve Bank of New York computes and announces the
weighted average it refers to as the &quot;Federal Funds Effective Rate&quot;
as of the date of this Agreement; <u>provided</u>, if such Federal Reserve Bank
of New York (or its successor) does not announce such rate on any day, the
&quot;Federal Funds Effective Rate&quot; for such day shall be the Federal
Funds Effective Rate for the last day for which such rate was announced.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Fee Letter</u>&quot; has the
meaning set forth in Section 2.4b.</p>



<p>&quot;<u>Fees</u>&quot; means
collectively the fees referenced in Section 2.4.</p>



<p>&quot;<u>Fiscal Quarter</u>&quot;
means the three-month fiscal period of the Borrower beginning on each October
1, January 1, April 1 and July 1 and ending on the succeeding December 31,
March 31, June 30 and September 30.</p>



<p>&quot;<u>Fiscal Year</u>&quot;
means each fiscal period of the Borrower beginning October 1 and ending on the
succeeding September 30.</p>



<p>&quot;<u>GAAP</u>&quot;
means generally accepted accounting principles which shall include, but not be
limited to, the official interpretations thereof as defined by the Financial
Accounting Standards Board, its predecessors and its successors consistent with
those utilized in preparing the audited financial statements referred to in
Section 4.2.</p>



<p>&quot;<u>Governmental
Authority</u>&quot; means the government of the United States or the government
of any state or locality therein, any political subdivision or any
governmental, quasi-governmental, judicial, public or statutory
instrumentality, authority, body or entity, or other regulatory bureau,
authority, body or entity of the United States or any state or locality
therein, including the Federal Deposit Insurance Corporation, the Office of the
Comptroller of the Currency and the Board of Governors of the Federal Reserve
System, and any central bank of any other country or any comparable authority.</p>



<p>&quot;<u>Governmental
Rule</u>&quot; means any law, statute, rule, regulation, ordinance, order,
judgment, guideline or decision of any Governmental Authority.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Guarantors</u>&quot; means
the collective reference to each domestic Subsidiary of the Borrower other than
(i) NUI Utilities, (ii) Virginia Gas Company and its Subsidiaries and (iii)
NUI/Caritrade International.&nbsp; </p>



<p>&quot;<u>Guaranty</u>&quot;
or &quot;<u>Guarantee</u>&quot; means any obligation, direct or indirect, by
which a Person undertakes to guaranty, assume or remain liable for the payment
or performance of another Person's obligations, including but not limited to
(i) endorsements of negotiable instruments, (ii) discounts with recourse, (iii)
agreements to pay or perform upon a second Person's failure to pay or perform,
(iv) remaining liable on obligations assumed by a second Person, (v) agreements
to maintain the capital, working capital solvency or general financial
condition of a second Person and (vi) agreements for the purchase or other
acquisition of products, materials, supplies or services, if in any case
payment therefor is to be made regardless of the non-delivery of such products,
materials or supplies or the non-furnishing of such services.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Guaranty Agreement</u>&quot;
means the Guaranty executed by each Guarantor.</p>



<p>&quot;<u>Hedging
Obligations</u>&quot; means, with respect to any Person, all liabilities of
such Person under interest rate swap agreements, interest rate cap agreements
and interest rate collar agreements, and all other agreements or arrangements
designed to protect such Person against fluctuations in interest rates or
currency exchange rates.</p>



<p>&quot;<u>Incremental
Lender</u>&quot; has the meaning given it in Section 2.1a(ii).</p>



<p>&quot;<u>Indebtedness</u>&quot;
as applied to any Person means, without duplication, all liabilities of such Person
for borrowed money (other than trade accounts payable arising in the ordinary
course of business consistent with past practices), direct or contingent,
whether evidenced by a bond, note, debenture or otherwise, all preferred equity
interests issued by such Person and which by the terms thereof could be (at the
request of the holders thereof or otherwise) subject to mandatory sinking fund
payments, redemption or other acceleration at any time during the period ending
one year after the term of this Agreement, and all obligations and liabilities
in the nature of a capitalized lease obligation, deferred purchase price
arrangement (other than trade accounts payable in the ordinary course of
business consistent with past practices), title retention device, letter of
credit obligation, Reimbursement Obligation, Hedging Obligation, reimbursement
agreement, Guaranty, obligations relating to securitization transactions,
synthetic lease transactions and sale-leaseback transactions.</p>



<p>&quot;<u>Insignificant
Subsidiary</u>&quot; means a Subsidiary (a) the value of whose assets do not
exceed $5,000,000 at the time of determination and (b) which did not earn at
least $2,000,000 with respect to the most recently ended period of four Fiscal
Quarters.</p>



<p>&quot;<u>Interest
Period</u>&quot; means, subject to the provisions of Subsection 2.2c, (i) as to
any Swingline Loans, the period commencing on the date of the Swingline Loan
and ending on the earlier of (a) 30 days thereafter, (b) on demand or (c) on
the Termination Date and (ii) as to any Loans bearing interest at the Euro-Rate
Option, any individual period of one, two, three or six months selected by the
Borrower commencing on the Borrowing Date, conversion date or renewal date of a
Euro-Rate Portion to which such period shall apply.</p>



<p>&quot;<u>Issuing
Bank</u>&quot; means Fleet National Bank, in its capacity as issuer of any
Letter of Credit.</p>



<p>&quot;<u>L/C
Commitment</u>&quot; means $25,000,000.</p>



<p>&quot;<u>L/C
Fee Payment Date</u>&quot; means the last day of each March, June, September
and December.</p>



<p>&quot;<u>L/C
Obligations</u>&quot; means at any time, an amount equal to the sum of (a) the
aggregate undrawn and unexpired face amount of the then outstanding Letters of
Credit and (b) the aggregate amount of drawings under Letters of Credit which
have not then been reimbursed pursuant to Section 2.15e.</p>



<p>&quot;<u>L/C
Participants</u>&quot; means the collective reference to the Lenders other than
the Issuing Bank.</p>



<p>&quot;<u>Lender</u>&quot;
has the meaning given in the preamble to this Agreement.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Letters of Credit</u>&quot;
has the meaning given it in Section 2.15a(i).</p>



<p>&quot;<u>Loans</u>&quot;
means each advance of funds by a Lender to the Borrower pursuant to Section
2.1a or by the Swingline Lender pursuant to Section 2.1f.</p>



<p>&quot;<u>Loan
Account</u>&quot; means the loan account maintained by the Agent as more fully
described in Section 2.11.</p>



<p>&quot;<u>Loan
Documents</u>&quot; means collectively this Agreement, the Notes, the Guaranty
Agreement, the Applications and any other documents furnished in connection
herewith.</p>



<p>&quot;<u>Loan
Request</u>&quot; means a written request for Loans made in accordance with
Section 2.1d hereof which request shall be substantially in the form of <u>Exhibit
&quot;D&quot;</u> hereto.</p>



<p>&quot;<u>Mandatory
Borrowing</u>&quot; has the meaning given it in Section 2.1f(iii).</p>



<p>&quot;<u>Margin
Stock</u>&quot; is defined herein as defined in Regulation U.</p>



<p>&quot;<u>Market
Capitalization</u>&quot; has the meaning given it in the definition of
&quot;Permitted Acquisitions&quot; hereunder.</p>



<p>&quot;<u>Material
Adverse Change</u>&quot; means any set of circumstances or events which (a) has
or could reasonably be expected to have any material adverse effect upon the
validity or enforceability of this Agreement or any of the other Loan
Documents, (b) is or could reasonably be expected to be material and adverse to
the business, properties, assets, financial condition, results of operations or
prospects of the Borrower and its Subsidiaries, taken as a whole, (c) impairs materially or could reasonably
be expected to impair materially the ability of the Borrower and its
Subsidiaries taken as a whole to duly and punctually pay their Indebtedness, or
(d) impairs materially or could reasonably be expected to impair materially the
ability of the Agent or any of the Lenders to enforce their legal remedies
pursuant to this Agreement or any other Loan Document.</p>



<p>&quot;<u>Material
Adverse Effect</u>&quot; means, with respect to any Person relative to any
occurrence of whatever nature (including, without limitation, any adverse
determination in any litigation, arbitration or governmental investigation or
proceeding), an effect that results in or causes or has a reasonable likelihood
of resulting in or causing a Material Adverse Change.</p>



<p>&quot;<u>Moody's</u>&quot;
means Moody's Investors Service, Inc. and its successors.</p>



<p>&quot;<u>Negotiated
Swingline Rate</u>&quot; means, as applicable to any Swingline Loan, the rate
per annum as determined by the Swingline Lender and the Borrower on any
applicable interest determination date.</p>



<p>&quot;<u>Net
Proceeds</u>&quot; means (i) the aggregate cash consideration received by the
Borrower or a Subsidiary in connection with any transaction referred to in
Section 5.5(iii) less (ii) the reasonable out-of-pocket expenses incurred by the
Borrower or such Subsidiary in connection with such transaction and the amount
of any federal and state taxes incurred in connection with such transaction, in
each case as certified by an Authorized Officer to the Agent at the time of
such transaction.</p>



<p>&quot;<u>New
Lender</u>&quot; has the meaning given it in Section 2.1a(ii)</p>



<p>&quot;<u>Notes</u>&quot;
means any one or all of the several promissory notes of the Borrower evidencing
Indebtedness of the Borrower under this Agreement which notes are substantially
in the form of <u>Exhibit &quot;B&quot;</u> to this Agreement, including the
Swingline Note, which note is substantially in the form of <u>Exhibit
&quot;C&quot;</u> to this Agreement, together with all extensions, renewals,
amendments, modifications, substitutions and replacements thereto and thereof.</p>



<p>&quot;<u>NUI
Capital</u>&quot; means NUI Capital Corp., a Florida corporation.</p>



<p>&quot;<u>NUI/Caritrade
International</u>&quot; means NUI/Caritrade International, L.L.C., a Delaware
limited liability company.</p>



<p>&quot;<u>NUI
Energy</u>&quot; means NUI Energy, Inc., a Delaware corporation.</p>



<p>&quot;<u>NUI
Energy Brokers</u>&quot; means NUI Energy Brokers, Inc., a Delaware
corporation.</p>



<p>&quot;<u>NUI
Energy Solutions</u>&quot; means NUI Energy Solutions, Inc., a Delaware
corporation.</p>



<p>&quot;<u>NUI
Environmental</u>&quot; means NUI Environmental Group, Inc., a New Jersey
corporation.</p>



<p>&quot;<u>NUI
International</u>&quot; means NUI International, Inc., a Delaware corporation.</p>



<p>&quot;<u>NUI
Sales Management</u>&quot; means NUI Sales Management, Inc., a Delaware
corporation.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>NUI Service</u>&quot; means
NUI Service, Inc., a New Jersey corporation.</p>



<p>&quot;<u>NUI
Telecom</u>&quot; means NUI Telecom, a New Jersey corporation.</p>



<p>&quot;<u>NUI
Utilities</u>&quot; means NUI Utilities, Inc., a New Jersey corporation and its
successors and assigns.</p>



<p>&quot;<u>NUI
Utilities Credit Agreement</u>&quot; means the Credit Agreement, dated as of
the date hereof, among NUI Utilities, each of the lenders specified therein,
and Fleet National Bank, as the agent.</p>



<p>&quot;<u>Option</u>&quot;
means any one or both of the Base Rate Option or the Euro-Rate Option.</p>



<p>&quot;<u>Participant</u>&quot;
means any financial institution or other Person to which a Lender sells a
Participation in its Loan.</p>



<p>&quot;<u>Participation</u>&quot;
means the sale by a Lender to any Participant of an undivided interest in all
or any part of such Lender's Loan.</p>



<p>&quot;<u>PBGC</u>&quot;
means the Pension Benefit Guaranty Corporation or any successor Person.</p>



<p>&quot;<u>Permitted
Acquisition</u>&quot; an acquisition by the
Borrower or a Guarantor, subject to the fulfillment of the following
conditions:</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the Total Purchase Price for such acquisition,
together with the aggregate Total Purchase Price paid by the Borrower and the
Guarantors for all other such acquisitions consummated after the date hereof,
shall not exceed an amount equal to the lesser of (A) $30,000,000 or (B) 25% of
Market Capitalization determined as of the close of business on the day prior
to the day on which the applicable acquisition or other similar agreement is
executed and delivered by the Borrower or such Subsidiary, and except that the
Borrower and any Guarantor may acquire the assets of any other Subsidiary.&nbsp; For purposes of this definition, &quot;<u>Market
Capitalization</u>&quot; means, on any date of determination, the product of
(i) the number of issued and outstanding shares of the Borrower's common stock
on such day times (ii) the closing sale price of such common stock on such day,
as appearing in any regularly published reporting or quotation service or, if
there is no such closing sale price, the market value of such common stock as
reasonably determined by the Agent;</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
With respect to each acquisition, Target EBITDA
of the Target or the assets of the Target being acquired, as applicable, for its
most recently ended fiscal year shall not be less than $1.00;</p>



<p>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
With respect to each acquisition, after giving
effect thereto and to Indebtedness incurred or assumed in connection therewith,
the Borrower shall be in compliance with the provisions of Section 5.3,
calculated on a <u>pro</u> <u>forma</u> basis as of the end of and for the
period of four Fiscal Quarters most recently ended prior to the date of such
acquisition; </p>



<p>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If such acquisition or any series of related
acquisitions involves a Total Purchase Price of more than $5,000,000 in the
aggregate, then no later than (A) 5 Business Days prior to the consummation of
each such Acquisition, the Borrower shall have delivered to the Agent (1) a
certificate of Borrower setting forth the calculations referred to in clause
(iii) and (2) copies of executed counterparts of the applicable acquisition or
similar agreements, (B) promptly following a request therefor, copies of such
other information or documents relating to such acquisition as the Agent shall
have reasonably requested, and (C) if requested by the Agent, promptly
following the consummation of such acquisition, certified copies of the
agreements, instruments and documents referred to above, to the extent the same
have been executed and delivered at the closing of the acquisition; and </p>

<p>(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
No Potential Default or Event of Default shall
have occurred and be continuing or reasonably be expected to result from such
acquisition, after giving effect thereto and Indebtedness incurred or assumed
in connection therewith.</p>



<p>&quot;<u>Permitted
Encumbrance</u>&quot; means, as to any Person, any of the followings</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Encumbrances for taxes, assessments,
governmental charges or levies on any of such Person's properties, which taxes,
assessments, governmental charges or levies are at the time not due and payable
or if they can thereafter be paid without penalty or are being contested in
good faith by appropriate proceedings diligently conducted and with respect to
which adequate reserves are maintained on the books of such Person in
conformity with GAAP;</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pledges or deposits to secure payment of
workers' compensation obligations, unemployment insurance, deposits or
indemnities to secure public or statutory obligations or for similar purposes;</p>



<p>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Encumbrances arising out of judgments or
awards against such Person but only to the extent that the creation of any such
encumbrance shall not be an event or condition which, with or without notice or
lapse of time or both, would cause the Borrower to be in violation of Section
7.7;</p>



<p>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Mechanics', carriers', workers',
repairmen's and other similar statutory Encumbrances incurred in the ordinary
course of such Person's business, so long as the obligation secured is not
overdue or, if overdue, is being contested in good faith by appropriate actions
or proceedings diligently conducted;</p>



<p>(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Security interests in favor of lessors
of personal property, which property is the subject of a true lease between
such lessor and such Person;</p>



<p>(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Encumbrances listed on Schedule 5.2,
securing Indebtedness permitted by Section 5.13(d); <u>provided</u> that no
such Encumbrance is amended after the date of this Agreement to cover any
additional property or to secure additional Indebtedness;</p>



<p>(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Easements, rights-of-way, restrictions, leases
or subleases to others or other similar Encumbrances created in the ordinary
course of business which Encumbrances do not interfere in any material respect
with the ordinary conduct of the business of the Borrower and its Subsidiaries;</p>



<p>(viii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Encumbrances securing (a) the
non-delinquent performance of bids, trade contracts (other than for borrowed
money), leases or statutory obligations, (b) contingent obligations on surety
and appeal bonds, and (c) other non-delinquent obligations of a like
nature; in each case, incurred in the ordinary course of business, provided all
such Encumbrances in the aggregate would not (even if enforced)
cause a Material Adverse Effect on the Borrower and its Consolidated
Subsidiaries taken as a whole;</p>



<p>(ix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Encumbrances securing Indebtedness of
the Borrower and its Subsidiaries (other than NUI Utilities) permitted by
Section 5.13(c) incurred to finance the purchase of new fixed or capital assets
(including pursuant to capital leases), <u>provided</u> that (1) such
Encumbrances shall be created substantially simultaneously with the acquisition
of such fixed or capital assets, (2) such Encumbrances do not at any time
encumber any property other than the property financed by such Indebtedness,
and (3) the Encumbrances are not modified to secure other Indebtedness and the
amount of Indebtedness secured thereby is not increased; </p>



<p>(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Encumbrances on the property or assets
of a corporation which becomes a Subsidiary after the date hereof securing
Indebtedness permitted by Section 5.13(g), <u>provided</u> that (1) such
Encumbrances existed at the time such corporation became a Subsidiary and were
not created in anticipation of the acquisition, (2) any such Encumbrances do
not by their terms cover any property or assets after the time such corporation
becomes a Subsidiary which were not covered immediately prior thereto and (3)
any such Encumbrances do not by their terms secure any Indebtedness other than
Indebtedness existing immediately prior to the time such corporation becomes a
Subsidiary;</p>



<p>(xi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Encumbrances securing Indebtedness of
the Borrower and its Subsidiaries permitted by Section 5.19 incurred in
connection with sale/leaseback transactions, <u>provided</u> that (1) such
Encumbrances shall be created substantially simultaneously with such sale/leaseback
transaction, (2) such Encumbrances do not at any time encumber any property
other than the property leased, and (3) the Encumbrances are not modified to
secure other Indebtedness and the amount of Indebtedness secured thereby is not
increased;</p>



<p>(xii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Existing Encumbrances on the property or
assets acquired in a Permitted Acquisition securing Indebtedness of the type
permitted by Section 5.13(c), <u>provided</u> that (1) such Encumbrance existed
prior to such Permitted Acquisition, (2) any such Encumbrances do not by their
terms cover property or assets other than those acquired in the Permitted
Acquisition, and (3) any such Encumbrances do not by their terms secure
Indebtedness other than Indebtedness of the type permitted by Section 5.13(c)
existing prior to such Permitted Acquisition; </p>



<p>(xiii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Encumbrances created or deemed to exist in
connection with a securitization transaction if permitted hereunder, <u>provided</u>
such Encumbrance relates solely to the applicable securitization receivables
actually sold, contributed, financed or otherwise conveyed or pledged pursuant
to such securitization transaction; and</p>



<p>(xiv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; An Encumbrance securing Indebtedness of
the Borrower or the Saltville Member permitted by Section 5.13(n), provided
that (1) such Encumbrance shall be created substantially simultaneously with
the consummation of the Compressor lease or purchase financing transaction, (2)
such Encumbrance does not at any time encumber any property other than the
Compressor and (3) such Encumbrance is not modified to secure other
Indebtedness and the amount of Indebtedness secured thereby is not increased.</p>



<p>&quot;<u>Permitted
Investments</u>&quot; means </p>



<p>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; marketable direct obligations issued or
unconditionally guaranteed by the United States of America or issued by any agency
thereof and backed by the full faith and credit of the United States of
America; </p>



<p>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; marketable general obligations issued by
any state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof and, at the time of
acquisition, having one of the two highest ratings generally obtainable from
either S&amp;P or Moody's; </p>



<p>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; commercial paper, at the time of
acquisition, having a rating of A-1 (or the equivalent) or higher from S&amp;P
and P-1 (or the equivalent) or higher from Moody's; or</p>



<p>(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; mutual funds, the assets of which are
primarily invested in items of the kind described in clauses (a), (b) and (c)
of this definition;</p>



<p><i>provided</i>
in each case, that such obligations are payable in Dollars and such Permitted
Investments by the Borrower and its Subsidiaries are in accordance with
Governmental Rules.</p>



<p>&quot;<u>Permitted
Transferee</u>&quot; has the meaning given it in Section 7.10.</p>



<p>&quot;<u>Person</u>&quot;
means any individual, partnership, corporation, trust, joint venture, banking
association, unincorporated organization or any other entity or enterprise or
government or department or agency thereof.</p>



<p>&quot;<u>Plan</u>&quot;
means an employee pension benefit plan (other than a multiemployer plan) which
is maintained by the Borrower or any ERISA Affiliate for employees of the
Borrower or any ERISA Affiliate and which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 302 of ERISA and Section
412 of the Code.</p>



<p>&quot;<u>Portion</u>&quot;
means, with respect to any outstanding Loans, either the Base Rate Portion
thereof, the Euro-Rate Portion thereof, or both, as the case may be.</p>



<p>&quot;<u>Potential
Default</u>&quot; means an event which, with the passage of time or the giving
of notice or both, shall be an Event of Default.</p>



<p>&quot;<u>Prime
Rate</u>&quot; means the variable interest rate per annum announced from time
to time by Fleet National Bank as its prime rate, which rate is a reference
rate and may not be the lowest rate of interest then being charged by Fleet
National Bank to its commercial borrowers.</p>



<p>&quot;<u>Proposed
Lender</u>&quot; has the meaning given it in Section 2.1a(ii).</p>



<p>&quot;<u>PUHCA</u>&quot;
has the meaning given it in Section 3.14.</p>



<p>&quot;<u>Purchasing
Lender</u>&quot; has the meaning given it in Subsection 9.6a.</p>



<p>&quot;<u>Register</u>&quot;
has the meaning given it in Subsection 9.6b.</p>



<p>&quot;<u>Regulation
D</u>&quot; means Regulation D promulgated by the Board of Governors of the
Federal Reserve System (12 C.F.R. Part 204 et seq.) as such regulation is now
in effect and as may hereafter be amended.</p>



<p>&quot;<u>Regulation
T</u>&quot; means Regulation T promulgated by the Board of Governors of the
Federal Reserve System (12 C.F.R. Part 220 et seq.) as such regulation is now
in effect and as may hereafter be amended.</p>



<p>&quot;<u>Regulation
U</u>&quot; means Regulation U promulgated by the Board of Governors of the
Federal Reserve System (12 C.F.R. Part 221 et seq.) as such regulation is now
in effect and as may hereafter be amended.</p>



<p>&quot;<u>Regulation
X</u>&quot; means Regulation X promulgated by the Board of Governors of the
Federal Reserve System (12 C.F.R. Part 224 et seq.) as such regulation is now
in effect and as may hereafter be amended.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Reimbursement Obligation</u>&quot;
means the obligation of the Borrower to reimburse the Issuing Bank pursuant to
Section 2.15(e) for amounts drawn under Letters of Credit.</p>



<p>&quot;<u>Reportable
Event</u>&quot; means any one or more events, defined in Section 4043(b) of
ERISA and in 29 C.F.R. Part 2615, other than an event for which the requirement
for the 30 day notice to the PBGC is waived.</p>



<p>&quot;<u>Required
Lenders</u>&quot; means as of a particular date (i) prior to the termination of
the Commitments, the Lenders whose Commitment Percentages aggregate at least
fifty-one percent (51%) of the aggregate Commitment Percentages of all the
Lenders and (ii) after the termination of the Commitments, fifty-one (51%) of
the aggregate principal amount of the Revolving Extensions of Credit at the
particular time outstanding.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Restricted Payments</u>&quot;
has the meaning given to it in Section 5.1.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Restricted Subsidiary</u>&quot;
means, individually, any of NUI Utilities, Virginia Gas Company, any Subsidiary
of Virginia Gas Company, NUI/Caritrade International, or HPMT Hungarian
Portfolio Management and Trading, LLC and &quot;<u>Restricted Subsidiaries</u>&quot;
means, collectively, NUI Utilities, Virginia Gas Company, each Subsidiary of
Virginia Gas Company, NUI/Caritrade International and HPMT Hungarian Portfolio
Management and Trading, LLC.&nbsp; </p>



<p>&quot;<u>Revolving
Credit</u>&quot; has the meaning assigned to it in Section 2.1, as the same may
be reduced pursuant to Section 2.10 and 7.11.</p>



<p>&quot;<u>Revolving
Extensions of Credit</u>&quot; means as to any Lender at any time, an amount
equal to the sum of (a) all Loans&nbsp; made
by such Lender, (b) its Swingline Exposure and (c) such Lender's Commitment
Percentage of the L/C Obligations then outstanding.</p>



<p>&quot;<u>S&amp;P</u>&quot;
means Standard &amp; Poor's Rating Group, a division of McGraw-Hill, Inc. and
its successors.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Saltville JV</u>&quot;
means Saltville Gas Storage Company L.L.C., a Virginia limited liability
company.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Saltville Member</u>&quot;
means NUI Saltville Storage, Inc., a Delaware corporation.</p>



<p>&quot;<u>Senior
Ratings</u>&quot; means, with respect to any Person, the long term senior
unsecured public debt ratings in effect from time to time as assigned by
Moody's and S&amp;P, as the case may be.</p>



<p>&quot;<u>Subsidiary</u>&quot;
means, as to any Person, any corporation, partnership, limited liability company
or other entity of which at least a majority of the outstanding stock or other
applicable ownership interest having by the terms thereof ordinary voting power
to elect a majority of the Board of Directors or other managers of such
corporation, partnership, limited liability company, or other entity is at the
time directly or indirectly owned or controlled by such Person and/or by one or
more Subsidiaries of such Person.</p>



<p>&quot;<u>Swingline Exposure</u>&quot; means at any
time, in respect of any Lender, an amount equal to the aggregate principal
balance of Swingline Loans at such time&nbsp;
multiplied by such Lender's Commitment Percentage at such time. </p>



<p>&quot;<u>Swingline Lender</u>&quot; means Fleet
National Bank, in its capacity as lender of Swingline Loans hereunder, and its
successors in such capacity. </p>



<p>&quot;<u>Swingline Loan</u>&quot; means any Loan that,
at any time, bears interest at a rate based upon the Negotiated Swingline Rate.</p>



<p>&quot;<u>Swingline Note</u>&quot; has the meaning
specified inSection 2.1f(i).</p>



<p>&quot;<u>Target</u>&quot; any Person or any division of a Person
whose equity interests or assets of which are proposed to be acquired in
connection with a Permitted Acquisition.</p>



<p>&quot;<u>Target
EBITDA</u>&quot;
for any period, as to the Target in the case of an acquisition of equity
interests or all assets of a Target, or attributable to assets being purchased
from the Target in the case of an acquisition of less than all of the assets of
a Target, net income for such period <u>plus</u>, without duplication and to
the extent reflected as a charge in the statement of such net income for such
period, the sum of (a) income tax expense, (b) interest expense, and (c)
depreciation and amortization expense, all calculated in accordance with GAAP
consistently applied and as may be adjusted to give effect to cost savings as a
result of the acquisition to the extent agreed to in writing by the Agent.&nbsp; For the purposes of this definition, net
income shall be calculated without giving effect to any non-cash gain, any
non-cash loss, or any reversals or adjustments to, or failure to recognize,
revenue due to changes in applicable U.S. accounting rules and regulations, in
each case to the extent reasonably acceptable to the Agent, including without
limitation due to the implementation, effective as of October 25, 2002, of EITF
02-03 (&quot;Issues Involved in Accounting for Derivative Contracts Held for
Trade Purposes and Contracts Involved in Energy Trading and Risk Management
Activities&quot;), the effects of which EITF implementation are hereby deemed
acceptable to the Agent.</p>



<p>&quot;<u>Termination
Date</u>&quot; means February 11, 2004, unless earlier terminated in accordance
with the terms hereof.</p>



<p>&quot;<u>Termination
Proceedings</u>&quot; means any action taken by the PBGC under ERISA to
terminate any plan.</p>



<p>&quot;<u>TIC
Enterprises</u>&quot; means T.I.C. Enterprises, L.L.C., a Delaware limited
liability corporation.</p>



<p>&quot;<u>Total
Commitment</u>&quot; means the aggregate amount of the Commitments of all
Lenders, as in effect from time to time.&nbsp;
</p>



<p>&quot;<u>Total</u><u> Purchase Price</u>&quot; means the &quot;purchase price&quot; for any acquisition
including, without limitation, but without duplication, (a) all cash payable by
the Borrower or any of its Subsidiaries to the seller or affiliate of the
seller at the closing of the acquisition; (b) all Indebtedness incurred by the
Borrower or any of its Subsidiaries in favor of any seller or affiliate of any
seller; (c) all Indebtedness and other liabilities of or related to the Target
that are assumed by the Borrower or any of its Subsidiaries, or subject to
which the acquired assets are acquired, or (in the case of an equity security
purchase or merger) that remain unpaid at the closing of the acquisition; and (d)
the maximum amount of all contingent future cash payments or other cash
consideration payable within the 12-month period following the closing of the
acquisition and not otherwise described in this definition, including without
limitation cash &quot;earn-out&quot; payments and cash amounts payable upon
disposition of the acquired business (unless the Required Lenders shall
otherwise agree), but specifically excluding any equity securities of the
Borrower and warrants, options, and other rights to acquire equity securities
of the Borrower issued at the closing of the acquisition.&nbsp; For purposes of clause (d) of the preceding
sentence, the maximum amount of any payment or other consideration specified
therein shall be the maximum amount provided for in the relevant agreement, or,
if no maximum amount is so provided, the amount reasonably estimated by
Borrower on the basis of assumptions and calculations provided in writing to
the Agent and approved by it.&nbsp; Such
assumptions shall include reasonable projections of any measure of financial or
other performance that enters into the calculation of the amount of any such
payment or other consideration but shall not include any assumption that any
other future event that is a condition to such payment or consideration (such
as the later disposition of the acquired business or a public or private
offering of securities) will not occur.&nbsp;
</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;<u>Total
Revolving Extensions of Credit</u>&quot; means, at any time, the aggregate
amount of the Revolving Extensions of Credit of the Lenders outstanding at such
time.</p>



<p>&quot;<u>Transfer
Effective Date</u>&quot; has the meaning given it in each respective Assignment
and Assumption Agreement.</p>



<p>&quot;<u>Transferor
Lender</u>&quot; has the meaning given it in Subsection 9.6a.</p>



<p>&quot;<u>UBS</u>&quot;
means Utility Business Services, Inc., a New Jersey corporation.</p>



<p>&quot;<u>Uniform
Customs</u>&quot; means the Uniform Customs and Practice for Documentary
Credits (1993 Revision), International Chamber of Commerce Publication No. 500,
as may be amended from time to time.</p>



<p>&quot;<u>Virginia
Gas Company</u>&quot; means Virginia Gas Company, Inc., a Delaware corporation.</p>



<p><b>1.2</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>GAAP </u></b><b>Definitions
</b>Accounting terms used herein but not defined herein shall
have the meanings ascribed to them under GAAP consistent with those utilized in
preparing the audited financial statements referred to in Section 4.2.</p>



<p><b>1.3</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Other
Definitional Conventions and Rules of Construction</u></b>.&nbsp; (i) The words &quot;hereof&quot;,
&quot;herein&quot; and &quot;hereunder&quot; and words of similar import when used
in this Agreement shall, unless otherwise expressly specified, refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Article, Section and Subsection references are to this Agreement unless
otherwise expressly specified.&nbsp; </p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All terms defined in this Agreement in
the singular shall have comparable meanings when used in plural, and vice
versa, unless otherwise specified.</p>



<p>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The word &quot;or&quot; as used herein shall
mean and connote nonexclusive alternatives, unless expressly stated or the
context clearly requires otherwise.</p>



<p align=center><b>ARTICLE
II. THE</b> <b>LOANS</b></p>



<p><b>2.1</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>The
Revolving</u></b><u> <b>Credit</b></u></p>



<p><b>2.1a</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Loans</u></b>.&nbsp;
</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subject to the terms and conditions
hereof and relying upon the representations and warranties herein set forth,
each Lender severally agrees to make Loans to the Borrower at any time from
time to time on or after the date hereof to, but not including, the Termination
Date, <u>provided</u> that the aggregate principal amount of each Lender's
Loans outstanding hereunder to the Borrower, when added to such Lender's
Commitment Percentage of the then outstanding L/C Obligations, shall not exceed
at any one time the amount equal to such Lender's Commitment Percentage of the
Total Commitments then in effect and <u>provided</u>, <u>further</u>, that no
Loans shall be made if it would cause the Total Revolving Extensions of Credit
to exceed the Total Commitments (the &quot;<u>Revolving Credit</u>&quot;).&nbsp; Within such limits of time and amount and
subject to the other provisions of this Agreement, the Borrower may borrow,
repay and reborrow pursuant to this Section 2.1a. The aggregate amount of the
Commitments on the Closing Date is $38,076,923.10.&nbsp; All Loans outstanding on the Termination Date shall become due
and payable in full on such date.&nbsp; </p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Borrower may, at its sole expense
and effort after consulting with the Agent, request: (a) one or more Lenders
reasonably acceptable to the Agent to increase (in the sole and absolute
discretion of each such Lender) the amount of their respective Commitments
and/or (b) one or more other lending institutions acceptable to the Agent
(each, a &quot;<u>New Lender</u>&quot;) to become &quot;Lenders&quot; and
extend Commitments hereunder (each such Lender and each New Lender being herein
referred to as a &quot;<u>Proposed Lender</u>&quot;).&nbsp; To request an increase pursuant to this Section 2.1a(ii), the
Borrower shall submit to the Agent an Increase Request, in the form annexed
hereto as <u>Exhibit &quot;K&quot;</u>, signed by the Borrower, which shall be
irrevocable and shall specify, as the case may be:&nbsp; (A) each such Lender and the amount of the proposed increase in
its Commitment, and/or (B) the proposed Commitment for such New Lender.&nbsp; Promptly following receipt of an Increase
Request, the Agent shall advise each Lender of the details thereof.&nbsp; If one or more of such Proposed Lenders
shall have unconditionally agreed to such Increase Request in a writing
delivered to the Borrower and the Agent (each such existing Lender and New
Lender being hereinafter referred to as an &quot;<u>Incremental Lender</u>&quot;),
then:&nbsp; (1) each such Incremental Lender
which shall then be an existing Lender shall have its Commitment increased by
the amount set forth in such Increase Request, and (2) each such New Lender
shall be and become a &quot;Lender&quot; hereunder having a Commitment equal to
the amount set forth therefor in such Increase Request, <u>provided</u>,
however, that in each such case:&nbsp; (I)
immediately before and after giving effect thereto, no Potential Default or
Event of Default shall or would exist, (II) each such Incremental Lender shall
have executed and delivered to the Agent, a supplement to this Agreement
providing for its increased Commitment or its Commitment, as applicable, in
form approved by the Agent, (III) immediately after giving effect thereto, the
Total Commitment under this Agreement shall not exceed $53,076,923.10, (IV) immediately
after giving effect to the Increase Request, the Total Commitment of the
Borrower under this Agreement, together with (a) the &quot;Total
Commitment&quot; for NUI Utilities under the NUI Utilities Credit Agreement and
(b) the aggregate principal amount of Indebtedness incurred by NUI Utilities
(and, without duplication, any corresponding commitments to extend credit to
NUI Utilities) pursuant to Section 5.13(h)(1) and 5.13(h)(2), shall not exceed
$195,000,000 at any time, (V) each such Increase Request shall be
in an aggregate minimum amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof, and (VI) the Commitment extended by any such
Incremental Lender which is a New Lender shall be in a minimum amount of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof.</p>



<p>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Simultaneously with each increase in the
aggregate amount of the Commitments under this Section 2.1a(ii), each
Incremental Lender shall, to the extent necessary, purchase from each other
Lender, and each other Lender shall sell to each Incremental Lender, in each
case at par and without representation, warranty, or recourse (in accordance
with and subject to the restrictions contained in Section 9.6), such principal
amount of the Revolving Extensions of Credit of such other Lender, together
with all accrued and unpaid interest thereon, as will result, after giving
effect to such transaction, in each Lender's Commitment Percentage of Revolving
Extensions of Credit outstanding being equal to such Lender's Commitment
Percentage of all Revolving Extensions of Credit, <u>provided</u> that each
such assignor Lender shall have received (to the extent of the interests,
rights and obligations assigned) payment of the outstanding principal amount of
its Loans, accrued interest thereon, accrued fees, commissions and all other
amounts payable to it under the Loan Documents from the applicable assignee
Lenders (to the extent of such outstanding principal and accrued interest, fees
and commissions) or the Borrower (in the case of all other amounts).</p>



<p><b>2.1b</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Commitment
of Each Lender</u></b>.&nbsp; Each Lender agrees, for itself only, and
subject to the terms and conditions of this Agreement, to make Loans to the
Borrower from time to time not to exceed an aggregate principal amount at any
one time outstanding equal to the amount of its respective Commitment
Percentage of the Revolving Credit.&nbsp; The
obligations of each Lender hereunder are several.&nbsp; The failure of any Lender to perform its obligations hereunder
shall not affect the obligations of the Borrower, or any other Lender, to any
other party nor shall the Borrower, or any other Lender, be liable for the
failure of such Lender to perform its obligations hereunder.&nbsp; The Lenders shall have no obligation to make
Loans hereunder on or after the Termination Date.</p>



<p><b>2.1c</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Notes</u></b>.&nbsp;
The obligation of the Borrower to repay, on or before the Termination
Date, the aggregate unpaid principal amount of all Loans shall be evidenced by
the several Notes, each substantially in the form of <u>Exhibit &quot;B&quot;</u>
hereto, drawn by the Borrower to the order of a Lender in the maximum amount of
such Lender's Commitment.&nbsp; The principal
amount actually due and owing to a Lender at any time shall be the then
aggregate unpaid principal amount of all Loans made by such Lender as shown on
the Loan Account established and maintained by the Agent in accordance with
Section 2.11.&nbsp; Each Note shall be dated
the date hereof and shall be delivered to the Lenders on such date.</p>



<p><b>2.1</b><b>d&nbsp;&nbsp;&nbsp;&nbsp; <u>Loan
Request</u></b>.&nbsp; Except as otherwise provided herein, the
Borrower may from time to time prior to the Termination Date request the
Lenders to make Loans to the Borrower by the delivery to the Agent, not later
than 12:00 Noon (eastern time) (i) three Business Days prior to the proposed
Borrowing Date with respect to the making of Loans to which the Euro-Rate
Option applies for any Loans and (ii) one Business Day prior to the proposed
Borrowing Date with respect to the making of a Loan to which the Base Rate Option
applies of a duly completed request therefor substantially in the form of <u>Exhibit
&quot;D&quot;</u> hereto or a request by telephone immediately confirmed in
writing by letter, facsimile or electronic transmission in such form (each, a
&quot;<u>Loan Request</u>&quot;), it being understood that the Agent may rely
on the authority of any person making such a telephonic request without the
necessity of receipt of such written confirmation.&nbsp; Each Loan Request shall be irrevocable and shall specify (i) the
proposed Borrowing Date; (ii) the aggregate amount of the proposed Loans to be
made on such Borrowing Date, which amount, as to Base Rate Portions, shall be
in integral multiples of $100,000 and not less than $500,000 and, as to
Euro-Rate Portions, shall be in integral multiples of $100,000 and not less
than $1,000,000; (iii) whether the Euro-Rate Option or the Base Rate Option
shall apply to the proposed Loans to be made on such Borrowing Date; and (iv)
in the case of Loans to which the Euro-Rate Option applies, an appropriate
Interest Period for each Euro-Rate Portion of the Loans to be made on such
Borrowing Date.</p>



<p><b>2.1e&nbsp;&nbsp;&nbsp;&nbsp; <u>Making
Loans</u></b>.&nbsp; The Agent shall, promptly after receipt by
it of a Loan Request pursuant to Section 2.1d (but not later than 3:00 P.M.
(eastern time) one Business Day preceding any Borrowing Date for Loans bearing
interest at the Base Rate Option and 2:00 P.M. (eastern time) on the third
Business Day preceding any Borrowing Date for which any Portion of the Loans to
be made on such Borrowing Date bears interest at the Euro-Rate Option), notify
the Lenders of its receipt of such Loan Request specifying: (i) the proposed
Borrowing Date and the time and method of disbursement of such Loan; (ii) the
amount and type of such Loan and the applicable Euro-Rate Portions and Interest
Periods (if any); and (iii) the apportionment among the Lenders of the Loans as
determined by the Agent in accordance with Section 2.1b hereof.&nbsp; Each Lender shall remit the principal amount
of each Loan to the Agent such that the Agent is able to, and the Agent shall,
to the extent the Lenders have made funds available to it for such purpose,
fund such Loan to the Borrower in Dollars and immediately available funds in an
account specified by the Borrower to the Agent prior to 2:00 P.M. (eastern
time) on the Borrowing Date, provided that if any Lender fails to remit such
funds to the Agent in a timely manner, or any Lender fails to advise the Agent
of its intention not to fund, then the Agent may elect in its sole discretion
to fund with its own funds the Loan of such Lender on the Borrowing Date,
subject to the provisions of Section 8.3 below.</p>



<p><b>2.1f&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Swingline
Loans </u></b></p>

<p><b><u>&nbsp;</u></b></p>

<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; During
the Commitment Period, the Swingline Lender
agrees, on the terms and conditions set forth in this Agreement, to lend to the
Borrower from time to time amounts that will not result in (x) the aggregate
principal amount of outstanding Swingline Loans at any time exceeding
$7,500,000, or (y) the Total Revolving Extensions of Credit at any time
exceeding the Total Commitments.&nbsp; Interest
on such Swingline Loans shall accrue for each day during the Interest Period
applicable thereto at the Negotiated Swingline Rate.&nbsp; Each Swingline Loan shall mature, and the principal amount
thereof shall be due and payable, on the last day of the Interest Period
applicable to such Swingline Loan or upon demand.&nbsp; Accrued interest on each Swingline Loan shall be due and payable
on the third Business Day following the end of each calendar month, at maturity
or on demand.&nbsp; Swingline Loans may be
repaid and reborrowed.&nbsp; Swingline Loans
may be prepaid at any time, without premium or penalty, provided that notice
shall be given not later than 12:00 noon (eastern time) on the date of
prepayment.&nbsp; The Swingline Loans shall
be evidenced by a promissory note in the form of <u>Exhibit &quot;C</u>&quot;
hereto (as amended, supplemented or modified from time to time, the &quot;<u>Swingline
Note</u>&quot;).</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In
order to request a Swingline Loan, the Borrower shall notify the Agent of such request
not later 12:00 noon, New York City time on the day of a proposed Swingline
Loan, specifying the proposed date (which shall be a Business Day) and amount
of the requested Swingline Loan (which shall be in a minimum amount of
$100,000).&nbsp; Such request for a proposed
Swingline Loan shall be made by delivery to the Agent of a duly completed
request therefore substantially in the form of <u>Exhibit &quot;E&quot;</u>
hereto or a request by telephone immediately confirmed in writing by letter,
facsimile or electronic transmission in such form, it being understood that the
Swingline Lender may rely on the authority of any person making such a
telephonic request without the necessity of receipt of such written
confirmation.&nbsp; The Agent will promptly
advise the Swingline Lender of any such notice received from the Borrower. The
Swingline Lender shall make each Swingline Loan available to the Borrower by
means of a credit to a deposit account of Borrower with the Swingline Lender
(or, if so requested by the Borrower, by means of wire transfer of immediately
available funds to such other bank account of the Borrower as Borrower shall
designate) by 3:00 p.m. (eastern time) on the requested date of such Swingline
Loan.&nbsp; </p>



<p>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On
any Business Day, the Swingline Lender may, in its sole discretion, give notice
to the Lenders that its outstanding Swingline Loans shall be repaid with a
borrowing of Loans (provided that each such notice shall be deemed to have been
automatically given upon the occurrence of an Event of Default under Section
7.3 or upon the exercise of any of the remedies provided in Section 7.12), in
which case a borrowing of Loans bearing interest at the Adjusted Base Rate
(each such borrowing, a &quot;<u>Mandatory Borrowing</u>&quot;) shall be made
on the immediately succeeding Business Day by all Lenders pro rata based on
each Lender's Commitment Percentage, and the proceeds thereof shall be applied
directly to repay the Swingline Lender for such outstanding Swingline
Loans.&nbsp; Each Lender hereby irrevocably
agrees to make Loans bearing interest at the Adjusted Base Rate upon one
Business Day's notice pursuant to each Mandatory Borrowing in the amount and in
the manner specified in the preceding sentence and on the date specified in
writing by the Swingline Lender notwithstanding: (a) that the amount of the
Mandatory Borrowing may not comply with the minimum borrowing amount otherwise
required hereunder, (b) whether any conditions specified in Section 6.1 are
then satisfied, (c) whether a Potential Default or an Event of Default has
occurred and is continuing, and (d) the date of such Mandatory Borrowing.&nbsp; In the event that any Mandatory Borrowing
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code in respect of the Borrower), each Lender (other than the
Swingline Lender) shall forthwith purchase from the Swingline Lender (without
recourse or warranty) such assignment of the outstanding Swingline Loans as
shall be necessary to cause such Lenders to share in such Swingline Loans
ratably based upon their respective Commitment Percentages, provided that all
interest payable on the Swingline Loans shall be for the account of the
Swingline Lender until the date the respective assignment is purchased and, to
the extent attributable to the purchased assignment, shall be payable to the
Lender purchasing same from and after such date of purchase.</p>

<p><b>&nbsp;</b></p>

<p><b>2.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Interest
Rates, Interest Payment and Certain Provisions Relating to Interest and Fees</u>.&nbsp;&nbsp; </b></p>



<p><b>2.2a&nbsp;&nbsp;&nbsp;&nbsp; <u>Payments
of Interest</u></b>.&nbsp; The Borrower shall pay interest on the
principal amount of the Loans from time to time outstanding hereunder, from the
date thereof until payment in full, at the rates of interest determined
pursuant to this Section 2.2. The Borrower shall pay accrued interest on the
unpaid principal balance of the Loans in arrears: (i) with respect to each Base
Rate Portion, at the Adjusted Base Rate on the last Business Day of each Fiscal
Quarter during the term thereof, (ii) with respect to each Euro-Rate Portion,
at the Adjusted Euro-Rate on the last day of each Interest Period as provided
for in Subsection 2.2(b)(ii) (provided, however, if the Interest Period chosen
for a Euro-Rate Portion exceeds three&nbsp;
months, interest on that Euro-Rate Portion shall be due and payable on
the day which is (A) three months after the first day of such Interest Period
and (B) the last day of such Interest Period), and (iii) with respect to all
such Portions, at the applicable interest rate (A) when due, at maturity,
whether by acceleration or otherwise, and (B) after maturity, on demand until
paid in full.</p>



<p><b>2.2b&nbsp;&nbsp;&nbsp;&nbsp; <u>Interest
Rate Options</u></b>.&nbsp; The unpaid principal amount of the Loans
shall bear interest, for each day until due, at one or more rates of interest
selected by the Borrower from among the Options set forth below; it being
understood that, subject to the provisions of this Agreement, the Borrower may
select different Options to apply simultaneously to different Portions of the
Loans and may select different Interest Periods to apply simultaneously to
different Portions of the Euro-Rate Portions of the Loans.</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Base
Rate Option</u>:&nbsp; A rate of interest per
annum (computed upon the basis of a year of 365 or 366 days, as the case may
be, and the actual number of days elapsed) equal to the sum of (A) the Base
Rate plus (B) the Applicable Base Rate Margin from time to time in effect (the
&quot;<u>Adjusted Base Rate</u>&quot;).&nbsp;
The rate of interest per annum under the Base Rate Option shall be
adjusted automatically, from time to time, upon each change in the Adjusted
Base Rate.</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Euro-Rate
Option</u>:&nbsp; A rate of interest per
annum (computed on the basis of a year of 360 days and the actual number of
days elapsed) equal to the sum of (A) the Euro-Rate plus (B) the Applicable
Euro-Rate Margin from time to time in effect (the &quot;<u>Adjusted Euro-Rate</u>&quot;).&nbsp; The Adjusted Euro-Rate for each Euro-Rate
Portion then outstanding shall be adjusted automatically, from time to time,
effective upon each change in the Applicable Euro-Rate Margin resulting from an
increase or decrease in utilization of the Commitments.</p>



<p><b>2.2c&nbsp;&nbsp;&nbsp;&nbsp; <u>Interest
Periods; Limitations on Elections</u></b>.&nbsp; At any time when the Borrower shall select,
convert to or renew at the Euro-Rate Option with respect to all or any Portion
of the outstanding Loans, it shall fix one or more Interest Periods during
which such Option(s) shall apply.&nbsp; All
of the foregoing, however, is subject to the following:</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; any
Interest Period which would otherwise end on a day which is not a Business Day
shall be extended to the next Business Day unless such Business Day falls in
the succeeding calendar month in which case such Interest Period shall end on
the next preceding Business Day; and</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; any
Interest Period which begins on the last day of a calendar month or on a day
for which there is no numerically corresponding day in the subsequent calendar
month during which such Interest Period is to end shall end on the last
Business Day of such subsequent month.</p>



<p>In addition, elections by the Borrower of the Euro-Rate
Option shall be subject to the following further limitations:</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If an
Interest Period is elected with regard to amounts outstanding under the
Revolving Credit and such Interest Period would end after the Termination Date,
such Interest Period shall end on the Termination Date; and</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; At no
time may there be more than ten Interest Periods in effect relating to Loans.</p>



<p><b>2.2d &nbsp;&nbsp;&nbsp; <u>Election,
Conversion or Renewal of Interest Rate Options</u></b>.&nbsp; Elections of
or conversions to the Base Rate Option shall continue in effect until converted
to the Euro-Rate Option as hereinafter provided.&nbsp; Elections of, conversions to or renewals of the Euro-Rate Option
shall expire as to each Euro-Rate Portion at the expiration of the applicable
Interest Period.</p>



<p>At any time, with respect to any Base Rate Portion, or
at the expiration of the applicable Interest Period, with respect to any
Euro-Rate Portion, the Borrower (subject to Subsection 2.2c) may cause all or
any part of the principal amount of such Portion to be converted to and/or (in
the case of a Euro-Rate Portion) to be renewed under the Euro-Rate Option by
notice to each of the Lenders as hereinafter provided.&nbsp; Such notice (i) shall be irrevocable; (ii)
shall be given not later than 11:00 A.M. (eastern time) in the case of a
conversion to or renewal of, either in whole or in part, the Euro-Rate Option
on the third Business Day prior to the proposed effective date for the
conversion or renewal and (iii) shall set forth:</p>



<p>(A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the
effective date of such conversion or renewal, which shall be a Business Day;</p>



<p>(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the new
Interest Period(s) selected; and</p>



<p>(C)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; with
respect to each such Interest Period, the aggregate principal amount of the
corresponding Euro-Rate Portion.</p>



<p>At the expiration of each Interest Period, any part
(including the whole) of the principal amount of the corresponding Euro-Rate
Portion as to which no notice of conversion or renewal has been received as
provided above, shall automatically be converted to the Base Rate Option.</p>



<p><b>2.2e&nbsp;&nbsp;&nbsp;&nbsp; <u>Notification
of Election of an Interest Rate Option</u></b>.&nbsp; The Borrower, by an
Authorized Officer, shall notify the Agent of (i) each election or renewal of
an Option and each conversion from one Option to another, (ii) the Portion of
the Loans then outstanding to be allocated to each Option and (iii) where
relevant, the Interest Periods applicable to each Option, by communication as
provided for in this Agreement.&nbsp; Any
such communication may be oral or written and if oral, it shall be followed
immediately by written confirmation of such Option election executed by an
Authorized Officer.</p>



<p><b>2.2f&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Interest
After Maturity</u></b>.&nbsp; After the principal amount of all or any
part of the Base Rate Portions of the Loans shall have become due and payable,
whether by acceleration or otherwise and whether or not judgment has been
entered against the Borrower thereon, all Base Rate Portions shall bear
interest at a rate per annum which shall be two hundred (200) basis points (2%)
per annum above the rate otherwise in effect under the Base Rate Option, such
interest rate to change automatically from time to time, effective as of the
effective date of each change in the Base Rate.&nbsp; After the principal amount of all or any part of the Euro-Rate
Portions of the Loans shall have become due and payable, whether by
acceleration or otherwise and whether or not judgment has been entered against
the Borrower thereon, all such Euro-Rate Portions shall bear interest (i) until
the end of the then current Interest Period, at a rate per annum which shall be
two hundred (200) basis points (2%) per annum above the rate otherwise in
effect under the Euro-Rate Option, and (ii) at the end of the then current Interest Period,
and thereafter at the sum of (A) the Adjusted Base Rate <u>plus</u> (B) two
hundred (200) basis points (2%) per annum.</p>



<p><b>2.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Yield-Protection,
Capital Adequacy and Miscellaneous Provisions Relating to Euro-Rate</u></b>.</p>



<p><b>2.3a</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Yield
Protection</u></b>. &nbsp;Notwithstanding other provisions of this
Section 2.3:</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If any Governmental Rule (including,
without limitation, Regulation D), or if any change therein on or after the
date hereof, or in the interpretation thereof by any Governmental Authority
charged with the administration thereof, shall:</p>



<p>(A)
subject any Lender to any tax, levy, impost, charge, fee, duty, deduction or
withholding of any kind with respect to payments of principal or interest or
other amounts due hereunder or pursuant to any Note, any Letter of Credit or
any Application (other than any tax imposed or based upon the income of a
Lender and payable to any Governmental Authority in the United States of
America or any state thereof); or</p>



<p>(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; change the basis of taxation of any
Lender with respect to payments of principal or interest or other amounts due
hereunder or pursuant to any Note, any Letter of Credit or any Application
(other than any change which affects, and only to the extent that it affects,
the taxation by the United States or any state thereof of the total net income
of such Lender); or</p>



<p>(C)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; impose, modify or deem applicable any
reserve, special deposit or similar requirements against assets held by any
Lender applicable to the Commitment or Loans made hereunder (other than such
requirements which are included in the determination of the applicable rate of
interest hereunder); or</p>



<p>(D)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; impose upon any Lender any other
obligation or condition with respect to this Agreement, and the result of any
of the foregoing is to increase the cost to the affected Lender, reduce the
income receivable by the affected Lender, reduce the rate of return on the
affected Lender's capital, or impose any expenses upon the affected Lender, all
with respect to any of the Loans (or any portion thereof) or the issuance of or
participation in any Letter of Credit by an amount which the affected Lender
reasonably deems material, and if the affected Lender is then demanding similar
compensation for such occurrences from other borrowers who are similarly
situated and who have a similar relationship with the affected Lender and from
which the affected Lender has the right to demand such compensation, then and
in any such case:</p>



<p>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the affected Lender shall promptly
notify the Borrower of the happening of such event;</p>



<p>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Borrower shall pay to the affected
Lender, within 30 days following demand, such amount as will compensate the
affected Lender for such reduction in its rate of return; and</p>



<p>(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Borrower may pay the affected
portion of the affected Lender's Loans in full without the payment of any
additional amount, including prepayment penalties, other than amounts payable
on account of the affected Lender's out-of-pocket losses (including funding
loss, if any, as provided in Section 2.9) which are not otherwise provided for
in subparagraph (2) immediately above.</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A certificate (in reasonable detail) as
to the increased cost or reduced amount as a result of any event mentioned in
this Subsection 2.3a shall be promptly submitted by the affected Lender to the
Borrower in accordance with the provisions hereof.&nbsp; Such certificate shall be prima facie evidence as to the amount
of such increased cost or reduced amount.</p>



<p><b>2.3b&nbsp;&nbsp;&nbsp;&nbsp; </b><b><u>Capital Adequacy</u></b>.&nbsp; If, after the date hereof, (i) any adoption
of or any change in or in the interpretation of any Governmental Rule, or (ii) compliance
with any Governmental Rule of any Governmental Authority exercising control
over banks or financial institutions generally or any court of competent
jurisdiction, requires that the Commitment (including, without limitation,
obligations in respect of any Loans) hereunder be treated as an asset or
otherwise be included for purposes of calculating the appropriate amount of
capital to be maintained by any Lender or any corporation controlling any
Lender (a &quot;<u>Capital Adequacy Event</u>&quot;), the result of which is to
reduce the rate of return on a Lender's capital as a consequence of its
Commitment to a level below that which the affected Lender could have achieved
but for such Capital Adequacy Event, taking into consideration the Lender's
policies with respect to capital adequacy, by an amount which the affected
Lender reasonably deems to be material, the affected Lender shall promptly
deliver to the Borrower a statement (in reasonable detail) of the amount
necessary to compensate the affected Lender or the reduction in the rate of
return on its capital attributable to its Commitment (the &quot;<u>Capital
Compensation Amount</u>&quot;).&nbsp; The
affected Lender shall determine the Capital Compensation Amount in good faith,
using reasonable attribution and averaging methods.&nbsp; Each affected Lender shall from time to time notify the Borrower
of the amount so determined.&nbsp; Each such
notification shall be prima facie evidence of the amount of the Capital
Compensation Amount set forth therein, and such Capital Compensation Amount
shall be due and payable by the Borrower to the affected Lender 30 days after
such notice is given.&nbsp; As soon as
practicable after any Capital Adequacy Event, the affected Lender shall submit
to the Borrower estimates of the Capital Compensation Amounts that would be
payable as a function of the affected Lender's Commitment hereunder.</p>



<p><b>2.3c</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Euro-Rate
Unascertainable</u></b>.&nbsp; If, on any date on which the Adjusted
Euro-Rate would otherwise be set, the Agent reasonably shall have determined
(which determination shall be final and conclusive) that by reason of
circumstances affecting the interbank Eurodollar market, adequate and
reasonable means do not exist for ascertaining the Euro-Rate, the Agent shall
give prompt notice of such determination to the Borrower and the Lenders and,
until the Agent notifies the Borrower and the Lenders that the circumstances
giving rise to such determination no longer exist, the right of the Borrower to
borrow under, convert to or renew the Euro-Rate Option shall be suspended.&nbsp; Any notice of borrowing under, conversion to
or renewal of the Euro-Rate Option which was to become effective during the
period of such suspension shall be treated as a request to borrow under,
convert to or renew at the Base Rate Option with respect to the principal amount
therein specified.</p>



<p><b>2.3d&nbsp;&nbsp;&nbsp;&nbsp; <u>I</u></b><b><u>llegality</u></b>. <b>&nbsp;</b>If a Lender shall determine in good faith
(which determination shall be final and conclusive) that compliance by such
Lender with any applicable law, treaty or other Governmental Rule (whether or
not having the force of law), or the interpretation or application thereof by
any Governmental Authority, has made it unlawful for such Lender to make or
maintain the Loans under the Euro-Rate Option (including but not limited to
acquiring Eurodollar liabilities to fund such Loans), such Lender shall give
notice of such determination to the Borrower and the other Lenders.&nbsp; Notwithstanding any provision of this
Agreement to the contrary, unless and until the affected Lender shall have given
notice to the Borrower and the other Lenders that the circumstances giving rise
to such determination no longer apply:</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; with respect to any Interest Periods
thereafter commencing, interest on the Loans bearing interest at the Adjusted
Euro-Rate (whichever one or more have been determined by the affected Lender to
be unlawful) shall, unless the Borrower shall have selected a different Option
which is then available, be computed and payable under the Base Rate Option;
and</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; on such date, if any, as shall be
required by law, any Loans bearing interest at the Adjusted Euro-Rate then
outstanding shall be automatically converted to the Base Rate Option, and the
Borrower shall pay to the affected Lender the accrued and unpaid interest on
such Loans to (but not including) the date of such conversion at the applicable
interest rate or rates in effect for such Loans prior to such conversion.</p>



<p><b>2.3e&nbsp;&nbsp;&nbsp;&nbsp; <u>Change of Lending Office</u></b>.&nbsp; Each
Lender agrees that, upon the occurrence of any event giving rise to the operation
of Section 2.3a, 2.3b or 2.3d with respect to such Lender, it will, if
requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any
Loans affected by such event with the object of avoiding the consequences of
such event; provided, that such designation is made on terms that, in the sole
judgment of such Lender, cause such Lender and its lending office(s) to suffer
no economic, legal or regulatory disadvantage, and provided, further, that
nothing in this Section shall affect or postpone any of the obligations of the
Borrower or the rights of any Lender pursuant to Section 2.3a, 2.3b or
2.3d.&nbsp; In determining whether designating
another lending office would cause such Lender or its lending office(s) to
suffer economic disadvantage, such Lender may disregard any economic
disadvantage that the Borrower agrees in form and substance satisfactory to
such Lender to indemnify and hold such Lender harmless therefrom.</p>



<p><b>2.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Fees</u></b>.</p>



<p><b>2.4a&nbsp;&nbsp;&nbsp;&nbsp; <u>Facility Fee</u></b>. &nbsp;The Borrower agrees to pay to the Lenders, on a pro rata basis,
beginning on March 31, 2003, and continuing quarterly in arrears thereafter on
the last day of each June, September, December and March during the term hereof
to and including the Termination Date, a facility fee (the &quot;Facility
Fee&quot;) calculated at a rate per annum equal to the Facility Fee Rate on the
daily (computed at the opening of business) average amount of the Commitment
for the quarter then ending; <u>provided</u>, however, the first payment under
this Subsection 2.4b shall be only for the actual number of days elapsed
between the Closing Date and March 31, 2003, and the last payment under this
Subsection 2.4b shall be only for the actual number of days elapsed between the
last quarterly payment date and the Termination Date.&nbsp; If there isany change in the Facility Fee Rate
applicable during the quarter, the Facility Fee shall be calculated with
respect to each period that the Facility Fee Rate was in effect during such
quarter.</p>



<p><b>2.4b</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Certain
Other Fees</u></b>.&nbsp; The Borrower agrees
(i) to pay to the Agent for the account of the Agent or the Lenders, as
applicable, the fees set forth in that certain letter agreement among the
Borrower, the Agent, NUI Utilities and Fleet Securities Inc. (the &quot;<u>Fee
Letter</u>&quot;) dated as of December 3, 2002, as the same may be amended from
time to time, as and when payment of such fees is due as set forth therein, and
(ii) to pay to the Agent for the account of the Agent and the Proposed Lender,
as applicable, the fees in the amount or amounts and on the date or dates
agreed to in writing among the Proposed Lender, the Agent and the Borrower in
connection with any Increase Request.</p>



<p><b>2.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Calculation
of Interest and Facility Fee</u></b>. The calculation of the amount of interest due
and owing to each Lender shall be made by the Agent and shall be evidenced by
the Agent posting the amount of interest due under each Lender's Loans to the
Loan Account established by the Agent pursuant to Section 2.11. The Facility Fee
shall be calculated on the basis of a 360 day year and actual number of days
elapsed.&nbsp; The calculation of the amount
of the Facility Fee due and owing to each Lender shall be made by the Agent and
shall be evidenced by posting such amount due under the Loan Account pursuant
to Section 2.11.</p>

<p><b>&nbsp;</b></p>

<p><b>2.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Extension of Termination Date</u></b>&nbsp; The Termination Date may be extended, in the
manner set forth in this Section 2.6, on February 11, 2004 and on each
anniversary of such date (an &quot;<u>Extension Date</u>&quot;) for successive
periods of 364 days each.&nbsp; If the
Borrower wishes to request an extension of the Termination Date on any
Extension Date, it shall give written notice to that effect to the Agent not
less than 45 nor more than 60 days prior to such Extension Date.&nbsp; Each Lender will use its best efforts to
respond to such request, whether affirmatively or negatively, within 30 days
after receipt of such notice from the Agent.&nbsp;
If the Borrower shall have received affirmative responses from all the
Lenders, such response to be in the sole and absolute discretion of each
Lender, then, subject to receipt by the Borrower of counterparts of an
agreement duly completed and signed by the Borrower and each such Lender (an
&quot;<u>Extension Agreement</u>&quot;), the Termination Date shall be
extended, effective on such Extension Date, for a period of 364 days to the
date stated in such Extension Agreement.&nbsp;
If the Borrower shall not have received affirmative responses from all
Lenders the Termination Date shall not be extended.&nbsp; For purposes of this Section 2.6, the failure of any Lender to
respond shall be deemed to be a negative response from such Lender.</p>



<p><b>2.7</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Substitution
or Replacement of a Lender</u></b>.&nbsp; The Borrower shall have the right
(provided that at such time, no Event of Default and no Potential Default has
occurred and is continuing), in its sole discretion, to either:</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; repay, (A) at any time if Loans bearing
interest under the Base Rate Option are the only Loans outstanding, or (B)
subject to Section 2.9, upon three days prior notice if the Loans outstanding
include Loans bearing interest under the Euro-Rate Option, the outstanding
Loans of any Lender in whole, together with interest thereon and any other
amount due such Lender pursuant to the terms of this Agreement, and to
terminate the Commitment of such Lender; or</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; seek a substitute lending institution or
institutions (which may be one or more of the other Lenders) to purchase the
Notes and assume the Loans, the Commitment and the other obligations of such
Lender under this Agreement,</p>



<p>if any of the
following conditions occur with respect to such Lender:</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; such Lender shall have delivered a
notice or certificate pursuant to Section 2.3a or 2.3b;</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the obligation of such Lender to make Loans
which bear or are to bear interest under the Euro-Rate Option has been
suspended pursuant to Subsection 2.3d; or</p>

<p><b>&nbsp;</b></p>

<p>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; such Lender has responded negatively to a
request for extension of the Termination Date pursuant to Section 2.6; provided
Required Lenders have responded positively to such request;</p>



<p>and
<u>provided</u>, any proposed substitute lending institution, which is not a
Lender prior to the Borrower's selection thereof, must be acceptable to the
Agent, whose consent shall not be unreasonably withheld or delayed, and <u>provided</u>,
<u>further</u> that all of the provisions of Section 9.6 (with respect to any
Lender) and Section 8.11 (if the affected Lender is the Agent) must be complied
with.</p>



<p><b>2.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Loan
Repayment</u></b>.&nbsp; Each repayment of the Loans (other than Swingline
Loans) shall be in the minimum amount of $1,000,000, in the aggregate, or an
integral multiple of $100,000 thereof, or such lesser amount as is actually
outstanding thereunder.&nbsp; The Borrower,
upon (i) oral or written notice to Agent by 11:00 A.M. (eastern time) on the
day of the proposed repayment, in the case of Loans bearing interest at the
Adjusted Base Rate or (ii) three Business Days' prior oral or written notice to
the Agent, in the case of Loans bearing interest at the Adjusted Euro-Rate, followed
immediately thereafter by the Borrower's written confirmation to the Agent of
any oral notice, may repay the outstanding amount of the Loans in whole or in
part with accrued interest, fees and other amounts then due and payable on the
amount repaid to the date of such repayment, subject to the payment of any
additional amounts under Section 2.9 below.&nbsp;
The Borrower may prepay any Portion of the Loans bearing interest at the
Adjusted Base Rate without premium or penalty.</p>



<p>Any
repayment of the Loans shall increase, by the amount of that repayment, the
unborrowed balance of the Commitment; it being contemplated that the Borrower
may repay and reborrow from time-to-time under the Commitment until the
Termination Date.&nbsp; All Loans outstanding
on the Termination Date shall become due and payable in full on such date.</p>



<p><b>2.9</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Additional
Payments by the Borrower</u></b>. &nbsp;If (i) the Borrower shall fail to make any
payment due hereunder on the due date thereof, (ii) the Borrower shall make a
payment, prepayment or conversion of any Euro-Rate Portion of the Loans on a
day other than the last day of the applicable Interest Period, (iii) the
Borrower shall convert any Portion to the Base Rate Option from another Option
pursuant to Subsection 2.2d on a day other than the last day of the relevant
Interest Period, or (iv) the Borrower shall fail on the date specified therefor
to consummate any borrowing, conversion or renewal after giving a request for
an extension of credit or notice of conversion or renewal, and, as a result of
any such action or inaction, a Lender reasonably incurs any losses and expenses
which it would not have incurred but for such action or inaction, the Borrower
shall pay such additional amounts as will compensate the affected Lender for
such losses and expenses, including the cost of reemployment of any funds
prepaid at rates lower than the cost to the affected Lender of such funds.&nbsp; Such losses and expenses, which the affected
Lender shall exercise reasonable efforts to minimize, shall be specified in
writing (setting forth, in reasonable detail, the basis of calculation) to the
Borrower by the affected Lender, which writing shall be prima facie evidence of
the amounts set forth therein, and such amounts shall be payable within 30 days
of demand therefor.</p>



<p><b>2.10&nbsp;&nbsp;&nbsp;&nbsp; <u>Voluntary
Reduction of Availability</u></b>.&nbsp; At any time and
from time to time upon no less than two Business Days prior written notice to
the Agent, the Borrower may terminate, in whole or in part, without penalty,
the then unused portion of the Commitments, thereby causing a corresponding
abatement of the Facility Fee with respect to the pro rata share so reduced, <u>provided</u>
that no such termination or reduction shall be permitted if, after giving
effect thereto and to any prepayments of the Loans made on the effective date
thereof, the aggregate principal amount of the Loans then outstanding, when
added to the then outstanding L/C Obligations, would exceed the Commitments
then in effect.&nbsp; Each such reduction
shall be in a minimum principal amount of $5,000,000 or in integral multiples
thereof.&nbsp; The Facility Fee shall cease
to accrue with respect to any unused portion of the commitments so terminated
on the date of such termination.&nbsp; Notice
of termination once given shall be irrevocable and the portion of the Commitments
so terminated shall not be available for borrowing once such notice has been
given under the terms hereof.&nbsp; The Agent
shall promptly notify each Lender of its pro rata share of such terminated
unused portion and the date of each such termination.</p>



<p><b>2.11</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Loan </u></b><b><u>Account</u></b>.<b>&nbsp; </b>The
Agent shall open and maintain on its books a Loan Account in the name of the
Borrower with respect to extensions of credit made, repayments, prepayments,
the computation and payment of interest and the Facility Fee and the computation
of other amounts due and sums paid and payable to each Lender pursuant to this
Article II.&nbsp; Such Loan Account shall be
conclusive evidence barring manifest error as to the amount at any time due to
any Lender from the Borrower pursuant to this Article II, <u>provided</u>,
however, that the failure to make notations, or to make accurate notations, on
the Loan Account including without limitation notations with respect to
interest and Facility Fees pursuant to Section 2.5 shall not limit, expand or
otherwise affect any obligations of the Borrower hereunder.</p>



<p><b>2.12</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Payment
from Accounts Maintained by Borrower</u></b>. &nbsp;In the event that any
payment of principal, interest, Facility Fee or any other amount due to the
Lenders or the Agent under this Agreement, the Notes or the other Loan
Documents is not paid when due, the Agent is hereby authorized to effect such
payment by debiting any demand deposit account of the Borrower maintained with
the Agent (excluding however any special purpose fiduciary accounts, which are
designated as such at the time of their creation, and mandated by applicable
statutes, regulations or rules) and distributing such payment to the party to
whom such amounts are due.&nbsp; This right
of debiting accounts of the Borrower is in addition to any right of set-off
accorded the Lenders or the Agent hereunder or by operation of law.</p>



<p><b>2.13&nbsp;&nbsp;&nbsp;&nbsp; <u>Time,
Place and Manner of Payments</u></b>.<b>&nbsp; </b>All payments to be
made by the Borrower under the Notes (other than those provided for in Sections
2.3 and 2.9 hereof), and of all fees and any other amounts due hereunder
(excepting the Fees owed to the Agent for its sole account) shall be made at
the principal office of the
Agent for the ratable account of the Lenders.&nbsp;
The Agent will promptly pay each such payment received to each Lender or
its order in accordance with Section 8.9 hereof.&nbsp; All payments due a Lender by reason of Sections 2.3 or 2.9 hereof
shall be paid at the principal office of the Lender which invoices the Borrower
for such payment.&nbsp; All payments to be
made by the Borrower under this Agreement shall be paid in Dollars and in
immediately available funds no later than 3:00 P.M. (eastern time) on the date
such payment is due, without presentment, demand, protest or notice of any
kind, all of which are hereby expressly waived by the Borrower, and without
setoff, counterclaim or other deduction of any nature.</p>

<p><b>&nbsp;</b></p>

<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.14&nbsp;&nbsp;&nbsp;&nbsp; <u>Mandatory Prepayments</u>.</b>&nbsp; Unless the
Required Lenders otherwise agree, the Borrower shall prepay the Loans and
reduce the Commitments in an amount equal to 100% of the Net Proceeds of any
sale for cash permitted pursuant to the terms of Section 5.5(iii) no later than
the Business Day following receipt by the Borrower or such Subsidiary of such
proceeds, together with accrued interest to such date on the amount prepaid.&nbsp; Nothing in this Section 2.14 shall be
construed to derogate any restriction or limitation contained in any Loan
Document imposed on any transaction of the type described in this Section 2.14,
including, without limitation, Sections 5.5, 5.6 and 5.13 hereof.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>2.15&nbsp;&nbsp;&nbsp;&nbsp; <u>Letters
of Credit</u></b></p>

<p><b><u>&nbsp;</u></b></p>

<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.15a&nbsp;&nbsp; <u>L/C Commitment</u>.</b></p>

<p><b>&nbsp;</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subject to the terms and conditions
hereof, the Issuing Bank, in reliance on the agreements of the other Lenders
set forth in Subsection 2.15d(i), agrees to issue letters of credit (&quot;<u>Letters
of Credit</u>&quot;) for the account of the Borrower on any Business Day during
the Commitment Period in such form as may be approved from time to time by the
Issuing Bank; provided that the Issuing Bank shall have no obligation to issue
any Letter of Credit if, after giving effect to such issuance, (1) the L/C
Obligations would exceed the L/C Commitment or (2) the Available Commitment of
the Issuing Bank would be less than zero.</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Each
Letter of Credit shall be denominated in Dollars and shall (1) be a standby Letter
of Credit issued to support obligations of the Borrower or a Guarantor,
contingent or otherwise, as may be approved by the Issuing Bank and the Agent
(such consent not to be unreasonably withheld) and (2) expire no later than the
Termination Date.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Each Letter of Credit shall be subject to
the Uniform Customs and, to the extent not inconsistent therewith, the laws of
the State of New Jersey.</p>

<p><b>&nbsp;</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Issuing Bank shall not at any time be
obligated to issue any Letter of Credit hereunder if such issuance would
conflict with, or cause the Issuing Bank or any L/C Participant to exceed any
limits imposed by, any applicable Governmental Rule.</p>



<p><b>2.15b&nbsp;&nbsp; <u>Procedure
for Issuance of Letters of Credit</u></b>.&nbsp; The Borrower may from time to
time request that the Issuing Bank issue a Letter of Credit by delivering to
the Issuing Bank at its address for notices specified herein an Application
therefor, completed to the reasonable satisfaction of the Issuing Bank, and
such other certificates, documents and other papers and information as the
Issuing Bank may reasonably request.&nbsp;
Upon receipt of any Application, the Issuing Bank will process such
Application and the certificates, documents and other papers and information
delivered to it in connection therewith in accordance with its customary
procedures and shall promptly issue the Letter of Credit requested thereby (but
in no event shall the Issuing Bank be required to issue any Letter of Credit
earlier than two Business Days after its receipt of the Application therefor
and all such other certificates, documents and other papers and information
relating thereto) by issuing the original of such Letter of Credit to the
beneficiary thereof or as otherwise may be agreed by the Issuing Bank and the
Borrower.&nbsp; The Issuing Bank shall
furnish a copy of such Letter of Credit to the Borrower promptly following the
issuance thereof.</p>



<p><b>2.15c&nbsp;&nbsp; <u>Fees,
Commissions and Other Charges</u></b></p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Borrower shall pay to the Agent,
for the account of the Issuing Bank, a fronting fee with respect to each Letter
of Credit in an amount equal to .125% of the face amount of such Letter of
Credit.&nbsp; Such fronting fee shall be
payable in advance on the date of issuance of each Letter of Credit and shall
be nonrefundable.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Borrower shall pay to the Agent, for
the account of the Issuing Bank and the L/C Participants, a letter of credit
commission with respect to each Letter of Credit, computed for the period from
the date of such payment to the date upon which the next such payment is due
hereunder at the Applicable Euro-Rate Margin, calculated on the basis of a
365-day (or 366-day, as the case may be) year, of the aggregate amount
available to be drawn under such Letter of Credit on the date on which such fee
is calculated.&nbsp; Such commissions shall
be payable in arrears on each L/C Fee Payment Date after the issuance of the
respective Letter of Credit and shall be nonrefundable.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In addition to the foregoing fees and
commissions, the Borrower shall pay or reimburse the Issuing Bank for such normal
and customary costs and expenses as are incurred or charged by the Issuing Bank
in issuing, effecting payment under, amending or otherwise administering any
Letter of Credit.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Agent shall, promptly following its
receipt thereof, distribute to the Issuing Bank and the L/C Participants all
fees and commissions received by the Agent for their respective accounts
pursuant to this Section 2.15.</p>



<p><b>2.15d&nbsp;&nbsp; <u>L/C
Participations</u></b>.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Issuing Bank irrevocably agrees to
grant and hereby grants to each L/C Participant, and, to induce the Issuing
Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from the Issuing
Bank, on the terms and conditions hereinafter stated, for such L/C
Participant's own account and risk an undivided interest equal to such L/C
Participant's Commitment Percentage in the Issuing Bank's obligations and
rights under each Letter of Credit issued hereunder and the amount of each
draft paid by the Issuing Bank thereunder.&nbsp;
Each L/C Participant unconditionally and irrevocably agrees with the
Issuing Bank that, if a draft is paid under any Letter of Credit for which the
Issuing Bank is not reimbursed in full by the Borrower in accordance with the
terms of this Agreement, such L/C Participant shall pay to the Issuing Bank
upon demand at the Issuing Bank's address for notices specified herein an
amount equal to such L/C Participant's Commitment Percentage of the amount of
such draft, or any part thereof, which is not so reimbursed.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If any amount required to be paid by any
L/C Participant to the Issuing Bank pursuant to Section 2.15d(i) in respect of
any unreimbursed portion of any payment made by the Issuing Bank under any
Letter of Credit is not paid to the Issuing Bank within three Business Days
after the date such payment is due, such L/C Participant shall pay to the
Issuing Bank on demand an amount equal to the product of (1) such amount, times
(2) the daily average Federal Funds Effective Rate, as quoted by the Issuing
Bank, during the period from and including the date such payment is required to
the date on which such payment is immediately available to the Issuing Bank,
times (3) a fraction the numerator of which is the number of days that elapse
during such period and the denominator of which is 360.&nbsp; If any such amount required to be paid by
any L/C Participant pursuant to Subsection 2.15d(i) is not in fact made
available to the Issuing Bank by such L/C Participant within three Business
Days after the date such payment is due, the Issuing Bank shall be entitled to
recover from such L/C Participant, on demand, such amount with interest thereon
calculated from such due date at the rate per annum applicable to Loans to
which the Base Rate Option applies.&nbsp; A
certificate of the Issuing Bank submitted to any L/C Participant with respect
to any amounts owing under this subsection shall be conclusive in the absence
of manifest error.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Whenever, at any time after the Issuing Bank
has made payment under any Letter of Credit and has received from any L/C
Participant its pro rata share of such payment in accordance with Subsection
2.15d(i), the Issuing Bank receives any payment related to such Letter of
Credit (whether directly from the Borrower or otherwise), or any payment of
interest on account thereof, the Issuing Bank will distribute to such L/C
Participant its pro rata share thereof; provided, however, that in the event
that any such payment received by the Issuing Bank shall be required to be
returned by the Issuing Bank, such L/C Participant shall return to the Issuing
Bank the portion thereof previously distributed by the Issuing Bank to it.</p>



<p><b>2.15e&nbsp;&nbsp; <u>Reimbursement
Obligation of the Borrower</u></b></p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Borrower agrees to reimburse the
Issuing Bank on each date on which the Issuing Bank notifies the Borrower of
the date and amount of a draft presented under any Letter of Credit and paid by
the Issuing Bank for the amount of (1) such draft so paid and (2) any taxes,
fees, charges or other costs or expenses incurred by the Issuing Bank in
connection with such payment.&nbsp; Each such
payment shall be made to the Issuing Bank at its address for notices specified
herein in lawful money of the United States of America and in immediately available
funds.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Interest shall be payable on any and all
amounts remaining unpaid by the Borrower under this subsection from the date
such amounts become payable (whether at stated maturity, by acceleration or
otherwise) until payment in full at the rate which would be payable on any
outstanding Loans bearing interest based on the Base Rate Option which were
then overdue.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Each drawing under any Letter of Credit
shall constitute a request by the Borrower to the Agent for a borrowing
pursuant to Subsection 2.1d of Loans to which the Base Rate Option applies in
the amount of such drawing.&nbsp; The
Borrowing Date with respect to such borrowing shall be the date of such
drawing.</p>



<p><b>2.15f&nbsp;&nbsp;&nbsp; <u>Obligations
Absolute</u></b>.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Borrower's obligations under this
Section 2.15 shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment which the Borrower may have or have had against the Issuing Bank or any
beneficiary of a Letter of Credit.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Borrower also agrees with the
Issuing Bank that the Issuing Bank shall not be responsible for, and the
Borrower's Reimbursement Obligations under Subsection 2.15e shall not be
affected by, among other things, (1) the validity or genuineness of documents
or of any endorsements thereon, even though such documents shall in fact prove
to be invalid, fraudulent or forged, (2) any dispute between or among the
Borrower and any beneficiary of any Letter of Credit or any other party to
which such Letter of Credit may be transferred or (3) any claims whatsoever of
the Borrower against any beneficiary of such Letter of Credit or any such
transferee.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Issuing Bank shall not be liable for
any error, omission, interruption or delay in transmission, dispatch or
delivery of any message or advice, however transmitted, in connection with any
Letter of Credit, except for errors or omissions caused by the Issuing Bank's
gross negligence or willful misconduct.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Borrower agrees that any action taken
or omitted by the Issuing Bank under or in connection with any Letter of Credit
or the related drafts or documents, if done in the absence of gross negligence
or willful misconduct and in accordance with the standards of care specified in
the Uniform Commercial Code of the State of New Jersey, shall be binding on the
Borrower and shall not result in any liability of the Issuing Bank to the
Borrower.</p>



<p><b>2.15g&nbsp;&nbsp; <u>Letter
of Credit Payments</u></b>.&nbsp; If any draft shall be presented for payment under
any Letter of Credit, the Issuing Bank shall promptly notify the Borrower of
the date and amount thereof.&nbsp; The
responsibility of the Issuing Bank to the Borrower in connection with any draft
presented for payment under any Letter of Credit shall, in addition to any
payment obligation expressly provided for in such Letters of Credit, be limited
to determining that the documents (including each draft) delivered under such
Letter of Credit in connection with such presentment are in conformity with
such Letter of Credit.</p>



<p><b>2.15h&nbsp;&nbsp; <u>Application</u></b>.&nbsp; To the
extent that any provision of any Application related to any Letter of Credit is
inconsistent with the provisions of this Section 2.15, the provisions of this
Section 2.15 shall apply.</p>



<p align=center><b>ARTICLE III.&nbsp; REPRESENTATIONS AND WARRANTIES.</b></p>



<p>To induce the Lenders to enter into this Agreement and to
make the Loans and issue or participate in the Letters of Credit herein
provided for, the Borrower represents and warrants to the Lenders that:</p>

<p><b>&nbsp;</b></p>

<p><b>3.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Corporate
Existence, Subsidiaries</u></b>.&nbsp; The Borrower and each
of its Subsidiaries is a corporation duly organized, validly existing and in
good standing under the laws of its respective state of incorporation and it is
duly qualified and in good standing as a foreign corporation authorized to do
business in each jurisdiction where, because of the nature of its respective
properties or businesses, such qualification is required or, if not so
qualified or in good standing in any state, the lack of such qualification or good
standing will not materially affect the Agent's or the Lenders' ability to
enforce this Agreement, the Notes or the other Loan Documents or will not have
a Material Adverse Effect on the Borrower's or such Subsidiary's ability to
carry on its business or the Borrower's ability to comply with this Agreement,
the Notes or the other Loan Documents.&nbsp;
All of the direct and indirect Subsidiaries of the Borrower and the
ownership interests of the Borrower and its Subsidiaries therein on a fully
diluted basis, as of the Closing Date, are listed on Schedule 3.1 of this
Agreement.</p>



<p><b>3.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Corporate
Authority</u></b>.&nbsp; The Borrower is duly
authorized to execute and deliver this Agreement, the Notes and the other Loan
Documents to which it is or will become a party; all necessary corporate action
to authorize the execution and delivery of this Agreement, the Notes and the
other Loan Documents to which it is or will become a party has been properly
taken; and it is and will continue to be duly authorized to borrow hereunder
and to perform all of the other terms and provisions of this Agreement, the
Notes and the other Loan Documents to which it is or will become a party.</p>



<p><b>3.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Enforceability</u></b>. &nbsp;This Agreement and the Notes have each been, and each other Loan
Document to which it will become a party will be, duly and validly executed and
delivered by the Borrower and each constitutes or will constitute a valid and
legally binding agreement of the Borrower enforceable in accordance with its
terms.</p>



<p><b>3.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>No
Restrictions, No Default</u></b>. &nbsp;Neither
the execution and delivery of this Agreement, the Notes and the other Loan
Documents to which it is or will become a party, the consummation of the
transactions herein contemplated nor compliance with the terms and provisions
hereof or of the Notes, will conflict with or result in a breach of any of the
terms, conditions or provisions of the certificate of incorporation or the
by-laws of the Borrower or of any law or of any regulation, order, writ,
injunction or decree of any court or governmental agency or of any agreement,
indenture or other instrument to which the Borrower or any Subsidiary is a
party or by which any of them is bound or to which it is subject, or constitute
a default thereunder or result in the creation or imposition of any Encumbrance
of any nature whatsoever upon any of the property or assets of the Borrower
pursuant to the terms of any agreement, indenture or other instrument, except
those restrictions which, individually or in the aggregate, would not have a
Material Adverse Effect upon the Borrower and its Subsidiaries taken as a
whole.&nbsp; Except as would not have a
Material Adverse Effect, each of the Borrower and its Subsidiaries has good
record and marketable title in fee simple to, or a valid leasehold interest in,
all its real property, and good title to, or a valid leasehold interest in, all
of its other property, and none of such property is subject to any Encumbrance
except as permitted by Section 5.2.&nbsp; No
event has occurred and is continuing and no condition exists or will exist
after giving effect to the borrowings hereunder to be made on the Closing Date
which constitutes an Event of Default or Potential Default.</p>



<p><b>3.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Financial
Statements</u></b>.&nbsp; The Borrower has
furnished to the Lenders and the Agent the consolidated balance sheets and the
related consolidated statements of income, shareholders' equity and changes in financialposition of the Borrower and its consolidated Subsidiaries for the
Fiscal Years ending September 30, 2001 and September 30, 2002.&nbsp; All such financialstatements,
including the related notes, have been prepared in accordance with GAAP, except
as expressly noted therein and, in the case of the aforementioned quarterly
financial statements, subject to changes resulting from year-end adjustments,
and fairly present the financial position and consolidated financial positions
of the Borrower and its consolidated Subsidiaries as at the dates thereof and
the results and consolidated results of their operations and the changes in
their financial position and in their consolidated financial position for the
periods ended on such dates.&nbsp; There were
no material liabilities of the Borrower and its consolidated Subsidiaries,
taken as a whole, contingent or otherwise, not reflected in such financial
statements.&nbsp; Except as has otherwise
been fully disclosed in the Borrower's Form 10-K filed on December 31, 2002
with the Securities and Exchange Commission, there has been no Material Adverse
Change in the business, condition or operations (financial or otherwise) of the
Borrower and its consolidated Subsidiaries from September 30, 2002 to the
Closing Date.</p>



<p><b>3.6</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Ab</u></b><b><u>sence of Litigation</u></b>.&nbsp; There are no actions, suits,
investigations, litigation or governmental proceedings pending or, to the
Borrower's knowledge, threatened against the Borrower or any Subsidiary or any
of their respective properties, which would have a Material Adverse Effect on
the Borrower and the Subsidiaries taken as a whole, or which purport to affect
the legality, validity or enforceability of this Agreement or the Notes.</p>



<p><b>3.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Tax
Returns and Payments</u></b>. &nbsp;As of the date hereof, the Borrower and its
Subsidiaries have filed all Federal and other material tax returns required by
law to be filed and have paid all material taxes, material assessments and
other material governmental charges levied upon the Borrower and its
Subsidiaries taken as a whole, or any of the respective properties, assets,
income or franchises of the Borrower and its Subsidiaries taken as a whole,
which are due and payable, other than those currently payable or deferrable
without penalty or interest or those which are being contested in good faith
and by appropriate proceedings diligently conducted for which reserves in
accord with GAAP have been provided.&nbsp; As
of the date hereof, the charges, accruals and reserves on the books of the
Borrower and its Subsidiaries in respect of Federal, state and local income
taxes for all fiscal periods are adequate, and the Borrower knows of no unpaid
assessments for additional Federal, state or local income taxes for any such
fiscal period or any basis therefor.</p>



<p><b>3.8</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Pension
Plans</u></b>. &nbsp;Except as otherwise noted on <u>Schedule 3.8</u>,
(i) each Plan has been and will be maintained and funded, in all material
respects, in accordance with its terms and with all provisions of ERISA and the
Code applicable thereto; (ii) no Reportable Event has occurred and is
continuing with respect to any Plan; (iii) no liability to PBGC has been
incurred with respect to any Plan, other than for premiums due and payable;
(iv) no Plan has been terminated, no proceedings have been instituted to
terminate any Plan, and there exists no intent to terminate or institute
proceedings to terminate any Plan, which has caused or would cause the Borrower
or any ERISA Affiliate to incur any liability to the PBGC under Title IV of
ERISA; (v) no withdrawal, either complete or partial, has occurred or commenced
with respect to any multiemployer Plan, and there exists no intent to withdraw
either completely or partially from any multiemployer Plan and (vi) the Borrower
is not subject to any liability for unpaid penalties or taxes imposed under
Section 502(i) of ERISA or Section 4975 of the Code and has not engaged in a
prohibited transaction as defined in Section 406 of ERISA and Section 4975 of
the Code.</p>



<p><b>3.9</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Compliance
with Applicable Laws</u></b>.&nbsp; The Borrower and each Subsidiary (i) is not
in default with respect to any order, writ, injunction or decree of any court
or of any Federal, state, municipal or other Governmental Authority; and (ii)
is substantially complying with all applicable statutes and regulations of each
Governmental Authority having jurisdiction over its activities; except for
those orders, writs, injunctions, decrees, statutes and regulations,
non-compliance with which would not have a Material Adverse Effect upon the
Borrower and its Subsidiaries taken as a whole.</p>



<p><b>3.10</b>&nbsp;&nbsp;&nbsp; <b><u>Environmental
Matters</u></b>.&nbsp; Except to the extent described in the
Borrower's most recently filed Form 10-K, Form 10-Q or Form 8K, the Borrower
and its Subsidiaries are in compliance with all applicable Environmental Laws,
except for matters which do not have a Material Adverse Effect on the financial
condition of the Borrower and its Subsidiaries taken as a whole.</p>



<p><b>3.11&nbsp;&nbsp;&nbsp;&nbsp; </b><b><u>Governmental Approval</u></b>.&nbsp; No order,
authorization, consent, license, validation or approval of, or notice to,
filing, recording, or registration with, any Governmental Authority, or
exemption by any Governmental Authority, is required to authorize, or is
required in connection with, (i) the execution, delivery and performance of this
Agreement, the Notes or the other Loan Documents to which it is a party or (ii)
the legality, binding effect or enforceability of this Agreement, the Notes or
the other Loan Documents to which it is a party.</p>



<p><b>3.12&nbsp;&nbsp;&nbsp;&nbsp; <u>Regulations
T, U and X</u></b>.<b>&nbsp; </b>The
Borrower is not engaged in the business of purchasing or selling Margin Stock
or extending credit to others for the purpose of purchasing or carrying Margin
Stock and no part of the proceeds of the Loans will be used to purchase or
carry any Margin Stock or for any other purpose which would violate or be
inconsistent with Regulations T, U or X.</p>



<p><b>3.13</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Investment
Company Act</u></b>. &nbsp;Neither the Borrower nor any Subsidiary is an
&quot;investment company&quot;, or a company &quot;controlled&quot; by an
&quot;investment company&quot;, within the meaning of the Investment Company
Act of 1940, as amended.</p>



<p><b>3.14&nbsp;&nbsp;&nbsp;&nbsp; <u>Public
Utility Holding Company Act</u>.&nbsp; </b>The
Borrower is exempt from regulation under the Public Utility Holding Company Act
of 1935, as amended (&quot;<u>PUHCA</u>&quot;).&nbsp; Each Guarantor and NUI/Caritrade International is an
&quot;affiliate&quot; of an exempt public utility &quot;holding company&quot;
with the meaning of PUHCA.&nbsp; NUI
Utilities, Virginia Gas Company and each of Virginia Gas Company's Subsidiaries
are &quot;affiliates&quot; of an exempt public utility &quot;holding
company&quot; within the meaning of PUHCA.</p>

<p><b>&nbsp;</b></p>

<p><b>3.15</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Disclosure</u></b>.<b>&nbsp; </b>Neither this Agreement nor any other
document, certificate or statement furnished to the Lenders or the Agent by or
on behalf of the Borrower pursuant to this Agreement contains any untrue
statement of a material fact.&nbsp; There is
no fact known to the Borrower which materially and adversely affects or in the
future may (so far as the Borrower now foresees) have a Material Adverse Effect
on the business, operations, affairs, condition, prospects, properties or
assets of the Borrower and its Subsidiaries, taken as a whole, which has not
been set forth in this Agreement or in the other documents, certificates and
statements (financial or otherwise) furnished to the Lenders or the Agent or
otherwise disclosed in writing to the Lenders or the Agent by or on behalf of
the Borrower prior to or on the date hereof.</p>



<p align=center><b>ARTICLE IV.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; AFFIRMATIVE
COVENANTS.</b></p>



<p>From
the date hereof and thereafter until the termination of the Commitments and
until all of the Bank Indebtedness (including, without limitation, any Letters
of Credit which remain outstanding and unpaid) is paid in full, the Borrower
agrees that:</p>



<p><b>4.1</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Use
of Proceeds</u></b>. &nbsp;The proceeds of the Loans will be used by the
Borrower solely (i) for general corporate purposes of the Borrower, (ii) for
working capital purposes in the ordinary course of business of the Borrower,
(iii) to pay fees and expenses incurred in connection with the execution and
delivery of the Loan Documents, and (iv) to repay amounts due and payable under
the Existing Credit Agreement as required by Section 6.2(xiii).</p>



<p><b>4.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Furnishing
Information</u></b>. &nbsp;The Borrower shall:</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; deliver to the Agent (with copies for
each Lender which Agent shall distribute) within 55 days after the end of each
of the first three Fiscal Quarters in each Fiscal Year of the Borrower, the
Borrower's Form 10-Q filed with the Securities and Exchange Commission together
with (A) consolidated and consolidating balance sheets as at the end of such
period for the Borrower and its Subsidiaries, (B) consolidated and
consolidating statements of income for such period for the Borrower and its
Subsidiaries and, in the case of the second and third quarterly periods, for
the period from the beginning of the current Fiscal Year to the end of such
quarterly period, and (C) consolidated statements of cash flow for such period
for the Borrower and its Subsidiaries and, in the case of the second and third
quarterly periods, for the period from the beginning of the current Fiscal Year
to the end of such quarterly period; and each such statement shall set forth,
in comparative form, corresponding figures for the corresponding period in the
immediately preceding Fiscal Year and all such statements shall be prepared in
reasonable detail in accordance with GAAP and certified, subject to changes
resulting from year-end adjustments, by the chief financial officer or
treasurer of the Borrower;</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; deliver to the Agent (with copies for
each Lender which Agent shall distribute) within 100 days after the end of each
Fiscal Year of the Borrower, the Borrower's Form 10-K filed with the Securities
and Exchange Commission together with (A) consolidated and consolidating
balance sheets as at the end of such year for the Borrower and its
Subsidiaries, (B) consolidated and consolidating statements of income for such
year for the Borrower and its Subsidiaries, (C) consolidated statements of cash
flow for such year for the Borrower and its Subsidiaries, and (D) consolidated
statements of shareholders equity for such year for the Borrower and its
Subsidiaries; and each such statement shall set forth, in comparative form,
corresponding figures for the immediately preceding Fiscal Year; and all such
financial statements shall present fairly in all material respects the
financial position of the Borrower and its consolidated Subsidiaries, as at the
dates indicated and the results of its operations and its cash flow for the
periods indicated, in conformity with GAAP; and the Borrower shall cause each
of the consolidated financial statements described in the foregoing clauses (A)
through (D) to be certified without limitation as to scope or material qualification
by PricewaterhouseCoopers LLP or other independent certified public accountants
acceptable to the Agent;</p>



<p>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; deliver to the Agent (with copies for
each Lender which Agent shall distribute), together with each delivery of
financial statements pursuant to items (i) and (ii) above, a Compliance
Certificate of the Borrower substantially in the form of <u>Exhibit
&quot;F&quot;</u> hereto, properly completed and signed by an Authorized
Officer of the Borrower, (A) stating (1) that such officer has reviewed the
terms of the Loan Documents and has made, or caused to be made under his
supervision, a review of the transactions and condition of the Borrower and its
Subsidiaries during the accounting period covered by such financial statements
and that such review has not disclosed any failure by the Borrower during such
period to observe or perform all of its covenants and other agreements, nor any
failure to satisfy every condition contained in this Agreement, the Notes and
the other Loan Documents to which it is a party during such accounting period,
and (2) that the Borrower does not have knowledge of the existence, as at the
date of such Compliance Certificate, of any condition or event which
constitutes an Event of Default or a Potential Default, or, if any such
condition or event existed or exists, specifying the nature and period of
existence thereof and what action the Borrower has taken or is taking or proposes
to take with respect thereto, and (B) demonstrating in reasonable detail
compliance as at the end of such accounting period with the covenants contained
in Sections 5.3a and 5.3b hereof;</p>



<p>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; promptly give written notice to the Agent
of any pending or, to the knowledge of the Borrower, overtly threatened claim
in writing, litigation or threat of litigation which arises between the
Borrower, or any of its Subsidiaries, and any other party or parties
(including, without limitation, any Governmental Authority, which claim,
litigation or threat of litigation, individually or in the aggregate, is
reasonably likely to cause a Material Adverse Change, any such notice to be
given not later than five Business Days after the Borrower becomes aware of the
occurrence of any such claim, litigation or threat of litigation;</p>



<p>(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; deliver to the Agent (with copies for each
Lender which Agent shall distribute) promptly upon their becoming available,
copies of all financial statements, reports, notices and information statements
sent or made available generally by the Borrower to its security holders
(including, without limitation, proxy materials) and copies of all other
regular and periodic reports (including, without limitation, Form&nbsp;&nbsp;&nbsp; 8-K) filed by the Borrower with the Securities
and Exchange Commission or any Governmental Authority succeeding to any of its
functions, and of all press releases and other statements made available
generally by the Borrower to the public concerning material developments in the
business of the Borrower and any of its Subsidiaries taken as a whole;</p>



<p>(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; promptly after receipt thereof, by the
Borrower or the administrator of any Plan, deliver to the Lenders a copy of any
notice from the PBGC that the PBGC is instituting Termination Proceedings;</p>



<p>(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; deliver to the Agent within two Business
Days after S&amp;P or Moody's announces a change in the Borrower's Senior
Ratings, or the withdrawal of any Senior Ratings, notice of such change or
withdrawal, together with a copy of any written notification which Borrower
received from the applicable rating agencies regarding such change or
withdrawal of Senior Ratings;</p>



<p>(viii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; promptly and in any event within 30 days
after the Borrower or the administrator of any Plan knows or has reason to know
that any Reportable Event has occurred which would cause the PBGC to institute
Termination Proceedings give notice thereof to the Agent;</p>



<p>(ix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; promptly, but not later than five
Business Days, after any officer obtains knowledge of the happening of any
event having a Material Adverse Effect or which constitutes an Event of Default
or a Potential Default, give written notice thereof to the Agent; and</p>



<p>(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; promptly, deliver to the Lenders such
other information and data with respect to the Borrower or any of its
Subsidiaries as from time to time may be reasonably requested by any Lender.</p>



<p><b>4.3</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Visitation</u></b>. &nbsp;The Borrower will, and will cause its Subsidiaries to, keep
complete and proper books of records and accounts in accordance with GAAP and
the Borrower will permit the Lenders and each Lender's designated employees and
agents to have access, from time to time,
upon reasonable notice (except no such notice shall be required after
the occurrence and during the continuance of an Event of Default) and during
normal business hours at any reasonable time, to visit any of the properties of
the Borrower or any Subsidiary, to examine and make copies of any of its books
of record and account and such reports and returns as the Borrower or any
Subsidiary may file with any Governmental Authority and discuss the Borrower's
or any Subsidiaries' affairs and accounts with, and be advised about them, by
any Authorized Officer.</p>



<p><b>4.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Preservation
of Existence; Qualification</u>. </b>&nbsp;At its own cost and expense, the Borrower
will continue to engage in business of the same general type as now conducted
by it and will do all things necessary to preserve and keep in full force and
effect its and each of its Subsidiaries' corporate existence and qualification
under the laws of their respective states of incorporation and each state
where, due to the nature of their respective activities or the ownership of
their respective properties, qualification to do business is required except
where (i) the lack of corporate existence of a Subsidiary or (ii) the failure to
be so qualified would not have a Material Adverse Effect upon the Borrower and
its Subsidiaries taken as a whole or except as permitted by Sections 5.6 and
7.4.</p>



<p><b>4.5</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Compliance
with Laws and Contracts</u></b>. &nbsp;The Borrower shall and shall cause each
Subsidiary to comply with all applicable Governmental Rules (including, but not
limited to, Environmental Laws), except where failure to comply would not have
a Material Adverse Effect on the Borrower and its Subsidiaries taken as a
whole.</p>



<p><b>4.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Payment
of Taxes and Other Liabilities</u></b>.&nbsp; The Borrower
shall and shall cause each Subsidiary to promptly pay and discharge all
obligations, accounts and liabilities to which it is subject or which are
asserted against it at or before maturity or before they become delinquent, as
the case may be, and which obligations, accounts and liabilities are, to the
Borrower and the Subsidiaries taken as a whole, material, including but not
limited to all taxes, assessments and governmental charges and levies upon it
or upon any of its income, profits, or property prior to the date on which
penalties attach thereto to the extent that the non-payment of which would in
the aggregate have a Material Adverse Effect upon the Borrower and its
Subsidiaries taken as a whole; <u>provided</u>, <u>however</u>, that for
purposes of this Agreement, neither the Borrower nor the relevant Subsidiary
shall be required to pay any item (i) the payment of which is being contested
in good faith by appropriate and lawful proceedings diligently conducted and
(ii) as to which the Borrower shall have set aside on its books reserves for
such claims as are determined to be adequate pursuant to the accounting
procedures employed by the Borrower.&nbsp; As
to the Borrower and each of its direct and indirect Subsidiaries, cause their direct
and indirect Subsidiaries to make dividends, distributions and other payments
provided the same does not violate any applicable Governmental Rule, to the
Borrower from time to time as may be necessary to ensure that the Borrower is
able to pay the Bank Indebtedness as and when the same becomes due.</p>

<p><b>&nbsp;</b></p>

<p><b>4.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Insurance</u></b>. &nbsp;The Borrower will keep and maintain, and cause each Subsidiary to
keep and maintain, insurance with financially sound and reputable insurance
companies on such of their respective properties, in such amounts and against
such risks as is customarily maintained by similar businesses similarly
situated and owning, leasing or operating similar properties.&nbsp; The Borrower may satisfy the requirements of
the preceding sentence with self insurance and deductibles consistent with
customary and prudent industry standards.&nbsp;
The Borrower will furnish to the Agent at the Closing and together with
the annual reports delivered pursuant to Subsection 4.2(ii) hereof, a certificate
of an Authorized Officer of the Borrower certifying that such insurance is in
force, provides coverage consistent with the preceding sentence and complies
with the Borrower's and each Subsidiary's obligations under this Section 4.7.</p>



<p><b>4.8</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Maintenance
of Properties</u></b>.&nbsp; The Borrower shall and shall cause
its Subsidiaries to maintain, preserve, protect and keep their respective
properties in good repair, working order and condition (ordinary wear and tear
excepted), and make all necessary and proper repairs, renewals and replacements
so that their business carried on in connection therewith may be properly and
advantageously conducted at all times, except where the failure to maintain,
preserve, protect or keep such properties would not have a Material Adverse
Effect upon the Borrower and its Subsidiaries taken as a whole.</p>



<p><b>4.9</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Plans
and Benefit Arrangement</u></b>. &nbsp;The Borrower shall, and shall cause each
ERISA Affiliate to, comply with ERISA, the Code and all other applicable laws
which are applicable to Plans, except where the failure to do so, alone or in
conjunction with any other failure to do so, would not have a Material Adverse
Effect upon the Borrower and its Consolidated Subsidiaries taken as a whole.</p>



<p><b>4.10&nbsp;&nbsp;&nbsp;&nbsp; <u>Senior
Debt Status</u></b>.&nbsp; The Bank Indebtedness
will rank at least <u>pari passu</u> in priority of payment with all other
Indebtedness of the Borrower, except Indebtedness of the Borrower which may be
secured by Encumbrances permitted pursuant to Section 5.2.</p>



<p><b>4.11&nbsp;&nbsp;&nbsp;&nbsp; <u>O</u></b><b><u>wnership of Certain Subsidiaries</u></b>. &nbsp;The
Borrower shall at all times during the term hereof own, directly or indirectly,
100% of the equity interests on a fully diluted basis of (i) Virginia Gas
Company and its Subsidiaries and (ii) NUI Utilities, Inc.&nbsp; Unless the sale thereof is permitted under
Section 5.5, the Borrower shall at all times own, directly or indirectly, (a)
90% of the equity interests on a fully diluted basis of NUI/Caritrade
International, and (b) 100% of the equity interests on a fully diluted basis of
all of its other Subsidiaries (excluding NUI Richton Storage, Inc.) in
existence on the Closing Date.</p>



<p><b>4.12&nbsp;&nbsp;&nbsp;&nbsp; <u>New Subsidiaries</u></b>.&nbsp; Subject to the terms and conditions of
Section 5.11, with respect to any Subsidiary created or acquired after the
Closing Date by the Borrower or any of its Subsidiaries, cause such new
Subsidiary with 30 days of its creation or acquisition (i) to execute and
deliver to the Agent for the benefit of the Lenders a Guaranty Agreement in
substantially the same form as <u>Exhibit &quot;I&quot;</u> hereto, (ii) to
deliver to the Agent a Closing Certificate of such Subsidiary with appropriate
insertions and attachments, and (iii) if requested by the Agent, deliver to the
Agent legal opinions relating to the matters described above, which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to
the Agent.</p>



<p><b>4.13&nbsp;&nbsp;&nbsp;&nbsp; <u>Indebtedness of Virginia Gas</u></b>.&nbsp; The Borrower shall cause Virginia Gas
Company and its Subsidiaries to have no Indebtedness except Indebtedness of
Virginia Gas Company or any of its Subsidiaries owing to the Borrower.</p>



<p align=center><b>ARTICLE V.&nbsp; NEGATIVE
COVENANTS.</b></p>



<p>From
the date hereof and thereafter until the Commitments are terminated and until
the Bank Indebtedness is paid in full, the Borrower agrees that:</p>



<p><b>5.1</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Dividends,
Etc</u></b>&nbsp; The Borrower will not, and will not permit any of its
Subsidiaries to, directly or indirectly, declare or make any dividend payment
or other distribution of assets, properties, cash, rights, obligations or
securities on account of any shares of any class of equity interests of the
Borrower or any Subsidiary, or purchase, redeem or otherwise acquire for value
(or permit any of its Subsidiaries to do so) any shares of any class of equity
interests of the Borrower or any Subsidiary or any warrants, rights or options
to acquire any such shares, now or hereafter outstanding (such declarations,
payments, other distributions, purchases, redemptions, or other acquisitions
being herein called &quot;<u>Restricted Payments</u>&quot;), except that (i)
any wholly owned Subsidiary may declare and pay dividends to the Borrower, or
in the case of any Subsidiary that is wholly owned by any other Subsidiary, to
such Subsidiary, (ii) NUI/Caritrade International may declare and pay ratable
dividends to its shareholders provided that it is a Subsidiary hereunder at the
time of such ratable dividend, and (iii) the Borrower may (a) declare and make
any dividend payment or other distribution payable solely in common equity
interests of the Borrower, and (b) purchase, redeem or otherwise acquire shares
of its common equity interests or warrants, rights or options to acquire any
such shares with the proceeds received from substantially concurrent issue of
new shares of its common equity interests and (c) declare or pay cash dividends
to its stockholders and purchase, redeem or otherwise acquire shares of its
equity interests or warrants, rights or options to acquire for consideration of
any such shares, so long as the aggregate of such Restricted Payments made,
paid or declared would not exceed $20,000,000; <u>provided</u>,
that (x) in the case of the Restricted Payments under clauses (ii) and (iii)
above, immediately after giving effect to such proposed Restricted Payments, no
Potential Default or Event of Default would exist and (y) in the case of all
Restricted Payments, no such payment shall violate any Governmental Rule.&nbsp; </p>



<p><b>5.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Encumbrances</u></b>. &nbsp;The Borrower will not create or suffer to exist, or permit any of
its Subsidiaries to create or suffer to exist, any Encumbrance or any other
type of preferential arrangement, upon or with respect to any of its
properties, whether now owned or hereafter acquired, or assign, or permit any
of its Subsidiaries to assign, any right to receive income, in each case to
secure or provide for the payment of any Indebtedness of any Person, other than
Permitted Encumbrances.</p>



<p><b>5.3a&nbsp;&nbsp;&nbsp;&nbsp; <u>Leverage
Ratio</u></b>. &nbsp;At no time shall its ratio of Consolidated
Total Indebtedness to its Consolidated Total Capitalization exceed the amount
set forth below for each relevant period set forth below:</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Period</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp; <u>Ratio</u></p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; March 1 of each year to
and</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; including August 31 of
such year:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; .65:1.00</p>



<p>September
1 of each year to and</p>

<p>including
February 28 (or 29, if applicable) </p>

<p>of
the following year:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; .70:1.00</p>



<p><b>5.3b&nbsp;&nbsp;&nbsp;&nbsp; <u>Fixed Charge Coverage Ratio</u></b>.&nbsp; At no time shall the Borrower permit, for any
period of four consecutive Fiscal Quarters ending on or after September 30,
2002, the ratio of (i) the sum of (A) Consolidated Net Income for such period
plus (B) income taxes deducted in determining such Net Income plus (C)
Consolidated Fixed Charges for such period plus (D) the one-time non-recurring
losses recognized by the Borrower on or prior to September 30, 2002 in
connection with the discontinuance of TIC Enterprises' operations pursuant to
Statement of Financial Accounting Standard No. 144; to (ii) Consolidated Fixed
Charges for such period to be less than 1.50 to 1.00.</p>



<p><b>5.4</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Acquisitions</u></b>. <b>&nbsp;</b>Unless otherwise consented to by the
Required Lenders (such consent not to be unreasonably withheld), the Borrower will
not acquire the assets of any Person or any shares of capital stock of, or
other equity interest in, any Person, or permit any of its Subsidiaries to do
so, except for Permitted Acquisitions.</p>



<p><b>5.5</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Sales
of Assets</u></b>.&nbsp; The Borrower shall not nor shall it permit
any Subsidiary to enter into any arrangement, direct or indirect, pursuant to
which the Borrower or any such Subsidiary shall sell or otherwise transfer or
dispose of, in a single transaction or a series of transactions, all or any
substantial part of its assets, other than (i) a sale of assets by any such
Subsidiary (other than any Restricted Subsidiary) to another Subsidiary (other
than any Restricted Subsidiary) or to the Borrower, (ii) the transfer of a
compressor and related equipment (collectively, the &quot;<u>Compressor</u>&quot;)
from the Borrower to the Saltville Member and from the Saltville Member to the
Saltville JV, (iii) the sale, for at least 90% cash consideration, of the
equity interests or assets of NUI Telecom and UBS on terms previously disclosed
to the Agent, and (iv) a sale, for at least 90% cash consideration, of all of
the equity interests owned by the Borrower or any of its Subsidiaries in any of
NUI Capital, NUI Energy Brokers, NUI Energy, TIC Enterprises, NUI/Caritrade
International, NUI Energy Solutions, NUI Environmental, NUI International, NUI
Sales Management, NUI Service, NUI Hungary, Inc., HPMP, KPT., NUI Ukraine,
Inc., the Saltville Member, the Saltville JV, NUI Storage, Inc. or Richton Gas
Storage Co., LLC or all or any portion of the equity interests of NUI Richton
Storage, Inc. or a sale, for at least 90% cash consideration, of all or any
portion of the assets of NUI Capital, NUI Energy Brokers, NUI Energy, TIC
Enterprises, NUI/Caritrade International, NUI Energy Solutions, NUI Environmental,
NUI International, NUI Sales Management, NUI Service, NUI Hungary, Inc., HPMP,
KPT., NUI Ukraine, Inc., the Saltville Member, the Saltville JV, NUI Storage,
Inc., NUI Richton Storage, Inc. or Richton Gas Storage Co., LLC, <u>provided</u>
(1) the Net Proceeds from all of such sales described in clause (iv) either
individually or in the aggregate do not exceed 10% of the Consolidated
Shareholder's Equity of the Borrower and the Subsidiaries, and (2) the Net
Proceeds of each such sale under clauses (iii) and (iv) are applied to the
prepayment of the Loans as provided in Section 2.14.</p>



<p><b>5.6</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Merger</u></b>. &nbsp;The Borrower shall not merge or consolidate with any other Person
or permit any of its Subsidiaries to do so, except (A) a merger or
consolidation of any Subsidiary (other than any Restricted Subsidiary) with or
into any other wholly owned Subsidiary (other than any Restricted Subsidiary)
(provided that such wholly owned Subsidiary shall be the continuing or
surviving corporation) or the Borrower (provided that the Borrower shall be the
continuing or surviving corporation) or (B) a merger or consolidation in which
each of the following conditions is satisfied:</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Borrower is the surviving Person
or, if the Borrower is not the surviving Person, the surviving Person (a)
assumes all obligations of the Borrower hereunder in form and substance
reasonably satisfactory to Agent and (b) is acceptable to each Lender in its
reasonable discretion;</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; no Event of Default or Potential Default
occurs as a result of such a merger or consolidation; and</p>



<p>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Borrower's Consolidated Shareholder's
Equity immediately after such merger or consolidation is not less than the
Borrower's Consolidated Shareholder's Equity immediately prior to such merger
or consolidation.</p>



<p><b>5.7</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Regulation
T, U and X Compliance</u></b>. &nbsp;The Borrower shall not and shall not permit
any Subsidiary to use the proceeds of a Loan to purchase or carry Margin Stock
or otherwise act so as to cause any Lender, in extending credit hereunder, to
be in contravention of Regulations T, U or X.</p>



<p><b>5.8</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>ERISA</u></b>.<b>&nbsp; </b>The Borrower shall not and shall not
permit any ERISA Affiliate to permit any Plan to:</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; engage in any &quot;prohibited
transaction&quot;, as such term is defined in Section 406 of ERISA and Section
4975 of the Code;</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; incur any &quot;accumulated funding
deficiency&quot;, as such term is defined in Section 302 of ERISA, whether or
not waived;</p>



<p>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; be terminated in a manner which could
result in liability to the PBGC under Title IV of ERISA or the imposition of a
lien on the property of the Borrower or any ERISA Affiliate pursuant to Section 4068 of ERISA; or</p>



<p>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; partially or completely withdraw from any
Plan, which withdrawal shall</p>

<p>subject the Borrower
or any ERISA Affiliateto multiemployer withdrawal liability
pursuant to Section 4201 of ERISA.</p>



<p><b>5.9</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Restrictive
Agreements</u></b>. &nbsp;The Borrower shall not permit its
Subsidiaries or divisions (including, without limitation, any Restricted
Subsidiary) to enter into or otherwise be bound by any agreement not to pay dividends
or make distributions to the Borrower, except for such agreements existing on
the date hereof which have been fully disclosed in writing to Agent and
replacements of such agreements (provided that copies of such replacement
agreements are provided to the Agent and are no more restrictive in any
material respect than those agreements being replaced).</p>



<p><b>5.10&nbsp;&nbsp;&nbsp;&nbsp; [Intentionally
Omitted.]</b>Error! Bookmark not defined.</p>



<p><b>5.11&nbsp;&nbsp;&nbsp;&nbsp; <u>Subsidiaries</u></b>.&nbsp; The
Borrower shall not create, nor permit to exist, any Subsidiary other than (i)
the Guarantors in existence as of the Closing Date, (ii) any Restricted
Subsidiaries existing on the date hereof and (iii) Subsidiaries as to which,
immediately upon their formation, all requirements of Section 4.12 shall have
been satisfied.</p>



<p><b>5.12&nbsp;&nbsp;&nbsp;&nbsp; <u>Limitation
on Capital Expenditures</u></b>.&nbsp; The Borrower shall not, and shall not permit
any of its Subsidiaries to, make or commit to make (by way of the acquisition
of securities of a Person or otherwise) any expenditure in respect of the
purchase or other acquisition of fixed or capital assets (other than those
expenditures in connection with Permitted Acquisitions), except for
expenditures not exceeding, in the aggregate for the Borrower and its
Subsidiaries during any of its Fiscal Years ending after the Closing Date of
$75,000,000.</p>

<p><b>&nbsp;</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>5.13&nbsp;&nbsp;&nbsp;&nbsp; <u>Limitation on Indebtedness</u></b>.&nbsp; The Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Indebtedness, except (without duplication):</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indebtedness in respect of the Loans,
the Notes and the other obligations of the Borrower under this Agreement;</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indebtedness of the Borrower to any
Guarantor;</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indebtedness of the Borrower and any of
its Subsidiaries (other than NUI Utilities) incurred solely in order to finance
the purchase of new fixed or capital assets (including pursuant to capital
leases) in an aggregate principal amount not exceeding, as to the Borrower and
its Subsidiaries (other than NUI Utilities) taken together, $10,000,000 at any
time outstanding;</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indebtedness listed on Schedule 5.13 and
renewals, extensions and modifications thereof which do not increase the
principal amount thereof; </p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indebtedness of NUI Utilities under the
NUI Utilities Credit Agreement, as amended, extended or otherwise modified in
accordance with its terms and, without duplication as to the other exceptions
under this Section 5.13, other Indebtedness permitted to be incurred by NUI
Utilities under such NUI Utilities Credit Agreement;</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indebtedness incurred in connection
with Hedging Obligations, provided that such Hedging Obligations shall be in
the ordinary course of business consistent with past practices; </p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indebtedness of a corporation which
becomes a Subsidiary after the date hereof, <i>provided</i> that (1) such
Indebtedness existed at the time such corporation became a Subsidiary and was
not created in anticipation of the acquisition and (2) immediately after giving
effect to the acquisition of such corporation by the Borrower no Potential
Default or Event of Default shall have occurred and be continuing; </p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indebtedness of any Guarantor to the
Borrower or to any other Guarantor; </p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indebtedness of Virginia Gas to the
Borrower in an aggregate principal amount not to exceed $10,000,000 outstanding
at any time, <u>provided</u> that (1) both before and after giving effect to
such incurrence of Indebtedness, no Potential Default or Event of Default shall
have occurred and be continuing, and (2) such Indebtedness is not in violation
of any Governmental Rule;</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indebtedness of any Restricted
Subsidiary (other than Virginia Gas) to the Borrower, to any Guarantor or to
any other Restricted Subsidiary, <u>provided</u> that (i) such Indebtedness is incurred
in the ordinary course of business consistent with past practices and is not in
violation of any Governmental Rule, and (ii) such Indebtedness shall be in an
aggregate principal amount as to all Restricted Subsidiaries (other than
Virginia Gas) not to exceed $1,000,000;</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indebtedness incurred in connection with
sale-leaseback transactions permitted by Section 5.19 hereof;</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indebtedness with respect to standby
letters of credit issued by a bank other than the Issuing Bank for the benefit
of the Borrower or any of its Subsidiaries in an aggregate face amount not to
exceed $5,000,000, which letters of credit expire by their terms after the
Termination Date; </p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indebtedness to third party sellers in
connection with Permitted Acquisitions, <u>provided</u> that (1) both before
and after giving effect to the incurrence of such Indebtedness, no Potential
Default or Event of Default shall occur and be continuing, and (2) the payment
of such Indebtedness shall be subordinated to all Bank Indebtedness, with the
terms and conditions of such subordination reasonably acceptable to the Agent;
and</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indebtedness of the Borrower with
respect to a financed lease or purchase of the Compressor incurred in the
Fiscal Year ending September 30, 2003 in an aggregate principal amount not to
exceed $20,000,000.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>5.14&nbsp;&nbsp;&nbsp;&nbsp; <u>Limitation on Contingent Obligations</u></b>.&nbsp; The Borrower shall not, and shall not permit
any of its Subsidiaries to create, incur, assume or suffer to exist any
Guarantee except:</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Guarantees, if any, created pursuant to
this Agreement; </p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; guarantees made in the ordinary course
of its business by the Borrower of obligations of any of its Subsidiaries
(other than a Restricted Subsidiary) and guarantees made in the ordinary course
of business by any Subsidiary (other than Restricted Subsidiary) of obligations
of any other Subsidiary (other than a Restricted Subsidiary), <i>provided</i>
those obligations are otherwise permitted under this Agreement; </p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A Guarantee by the Borrower with respect
to the Compressor lease or purchase financing described in Section 5.13(n); and</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The existing Guarantee by the Borrower
of certain obligations of Virginia Gas with respect to a lease/purchase
arrangement for an electric power substation, which Guarantee is limited such
that the Borrower's maximum liability thereunder does not exceed $1,200,000.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>5.15&nbsp;&nbsp;&nbsp;&nbsp; [Intentionally Omitted].</b></p>



<p><b>5.16&nbsp;&nbsp;&nbsp;&nbsp; <u>Limitation on Investments, Loans and
Advances</u></b>.&nbsp; The
Borrower shall not, and shall not permit any of its Subsidiaries to, purchase,
hold or acquire beneficially any stock, other securities or evidences of
Indebtedness of, make or permit to exist any loans or advances to, or make or
permit to exist any investment or acquire any interest whatsoever in, any other
Person, except:</p>



<p>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; extensions of trade credit to customers
in the ordinary course of business;</p>



<p>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Permitted Investments;</p>



<p>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; loans and advances to employees of the
Borrower or its Subsidiaries (other than NUI Utilities) for travel, entertainment
and relocation expenses in the ordinary course of business;</p>



<p>(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; existing equity interests in any
Subsidiary; </p>



<p>(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; loans and advances by the Borrower to
(i) any Guarantor, (ii) Virginia Gas Company or any of its Subsidiaries to the
extent permitted by Section 5.13(i) hereof, or (iii) any Restricted Subsidiary
to the extent permitted by Section 5.13(j) hereof; </p>



<p>(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Permitted Acquisitions;</p>



<p>(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; securities acquired in connection with
the bankruptcy of any supplier or customer in the ordinary course of business
and consistent with past practices or in connection with the settlement of
delinquent accounts of any such supplier or customer; </p>



<p>(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; loans and advances by any Guarantor to
the Borrower or to any other Guarantor; and</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (I)(A) the transfer of the Compressor
by the Borrower to the Saltville Member and by the Saltville Member to the
Saltville JV as contemplated by Section 5.5 in the Fiscal Year ended September
30, 2003, or (B) in lieu of any such transfer, the equity contribution, loans or
advances of an aggregate amount not to exceed $20,000,000 by the Borrower to
the Saltville Member and by the Saltville Member to the Saltville JV in the
Fiscal Year ended September 30, 2003, and (II) the equity contribution, loans
or advances by the Borrower to the Saltville Member and by the Saltville Member
to the Saltville JV in an aggregate amount not to exceed $10,000,000 in the
Fiscal Year ending September 30, 2004; provided that both before and after
giving effect to any such transfer, loan or advance under this Section 5.16(i),
no Potential Default or Event of Default shall have occurred and be continuing;
and</p>



<p>(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; securities acquired in connection with
asset sales to the extent permitted under Section 5.5.</p>



<p><b>5.17&nbsp;&nbsp;&nbsp;&nbsp; <u>Limitation on Optional Payments and Modifications
of Debt Instruments</u></b>.&nbsp;
The Borrower shall not, and shall not permit any of its Subsidiaries to,
make any optional payment or prepayment on or redemption, defeasance or
purchase of any Indebtedness (other than Indebtedness under this Agreement,
Indebtedness under the NUI Utilities Credit Agreement, Indebtedness of any
Subsidiary to the Borrower or to any other Guarantor, and if no Potential
Default or Event of Default then exists, or would result therefrom,
Indebtedness of the Borrower to any Guarantor) or amend, modify or change, or
consent or agree to any amendment, modification or change to its certificate of
incorporation which could reasonably be expected to result in a Material
Adverse Effect or to any of the terms relating to the payment or prepayment or
principal of or interest on, any such Indebtedness, other than any amendment,
modification or change which would extend the maturity or reduce the amount of
any payment of principal thereof or which would reduce the rate or extend the
date for payment of interest thereon.</p>



<p><b>5.18&nbsp;&nbsp;&nbsp;&nbsp; <u>Transactions with Affiliates</u></b>.&nbsp; The Borrower shall not, and shall not permit
any of its Subsidiaries to, enter into any transaction, including, without
limitation, any purchase, sale, lease or exchange of property or the rendering
of any service, with any Affiliate unless such transaction (a) is permitted
under this Agreement or is in the ordinary course of the Borrower's or such
Subsidiary's business and (b) is upon fair and reasonable terms no less
favorable to the Borrower or such Subsidiary, as the case may be, than it would
obtain in a comparable arm's length transaction with a Person which is not an
Affiliate.</p>



<p><b>5.19&nbsp;&nbsp;&nbsp;&nbsp; <u>Sale and Leaseback</u></b>.&nbsp; The Borrower shall not, and shall not permit
any of its Subsidiaries to, enter into any arrangement with any Person (other
than the Borrower or any Guarantor) providing for the leasing by the Borrower
or any Subsidiary of real or personal property which has been or is to be sold
or transferred by the Borrower or such Subsidiary to such Person if such
arrangement(s), individually or in the aggregate, involve(s) consideration
exceeding $50,000,000.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </p>

<p align=center><b>ARTICLE VI.&nbsp;
CONDITIONS PRECEDENT TO ALL
EXTENSIONS OF CREDIT</b></p>



<p><b>6.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>All Extensions of Credit</u></b>.&nbsp; The obligation of the Lenders to make any extension
of credit (including, without limitation, its initial extension of credit) is
subject to the satisfaction of each of the following conditions precedent:</p>



<p><b>6.1a&nbsp;&nbsp;&nbsp;&nbsp; <u>No Default</u></b>.&nbsp; The Borrower shall have performed and
complied, in all material respects, with all agreements and conditions herein
required to be performed or complied with by it prior to any extension of
credit and, at the time of such extension of credit, no Potential Default or
Event of Default shall exist.</p>



<p><b>6.1b&nbsp;&nbsp;&nbsp;&nbsp; <u>Representations Correct</u></b>.&nbsp; The representations and warranties contained
in Article III hereof shall be correct in all material respects (i) when made
and (ii) at the time of each extension of credit except for such
representations and warranties which relate solely to an earlier date (in which
case such representations and warranties shall have been true and correct in
all material respects as of such date) and no Material Adverse Change has
occurred, or will occur, as a result of such extension of credit.</p>



<p><b>6.1c&nbsp;&nbsp;&nbsp;&nbsp; <u>Extension of Credit Requirements</u></b>.&nbsp; The Borrower shall have complied with the
requirements of Section 2.1, Section 2.2 or Section 2.15, as appropriate, with
respect to the requested extension of credit.</p>



<p>Each
request for an extension of credit shall constitute, as at the time made, a
representation and warranty by the Borrower that the matters set forth in
Sections 6.1a and 6.1b above are true and correct.</p>



<p><b>6.2</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Conditions
Precedent to the Initial Extensions of Credit Under the Commitments</u></b>.&nbsp; The
effectiveness of this Agreement and the obligation of the Lenders to make the
initial extensions of credit are subject to the satisfaction of each of the
following conditions precedent in addition to the applicable conditions
precedent set forth in Section 6.1 above:</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Receipt by the Agent on behalf of each
Lender of a counterpart original of this Agreement executed by the other
Lenders and the Borrower.</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Receipt by the Agent on behalf of each
Lender of a Note, substantially in the form of <u>Exhibit &quot;B&quot;</u>
attached hereto, made payable to such Lender in the amount of such Lender's
Commitment and otherwise properly completed and executed by the Borrower, and a
Swingline Note properly completed and executed by the Borrower.</p>



<p>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Receipt by the Agent of the Guaranty
Agreement executed by a duly authorized officer of each Guarantor thereunder,
with a counterpart for each Lender.</p>



<p>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Receipt by the Agent of a certified copy
(certified by the appropriate governmental official) of the Borrower's and each
Guarantor's Certificate of Incorporation, or other like constituent document,
which certification is dated not more than 30 days prior to the Closing.</p>



<p>(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Receipt by the Agent of a certificate,
duly certified as of the date of the Closing by the secretary or assistant
secretary of the Borrower, or the applicable Guarantor, as the case may be, as
to (A) the By-Laws or other like constituent document of the Borrower and each
Guarantor, as the case may be, in effect as of the Closing, (B) the resolutions
of the Borrower's Board of Directors authorizing the borrowings hereunder and
the execution and delivery of this Agreement, the Notes, and all documents
supplemental hereto, (C) the resolutions of each Guarantor's Board of Directors
or like entity authorizing the guaranteeing of the Borrower's obligations
hereunder and the execution and delivery of the Guaranty Agreement and all
documents supplemental thereto and (D) the names of the officers of the
Borrower and each Guarantor authorized to sign the Loan Documents to which each
such party is a party and all supplemental documentation, and which contains a
true signature of each such officer.</p>



<p>(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Receipt by the Agent of a good standing
certificate for the Borrower from the Secretary of State of the State of New
Jersey dated not more than 30 days prior to the date of Closing and for each
Guarantor from the Secretary of State of its respective state of incorporation
dated not more than 30 days prior to the date of Closing.</p>



<p>(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Receipt by the Agent of the certificate of
the Borrower required pursuant to Section 4.7 of this Agreement and a solvency
certificate in the form of <u>Exhibit &quot;J&quot;</u> hereto.</p>



<p>(viii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Receipt by the Agent of written
disbursement instructions addressed to the Agent and executed by an Authorized
Officer of the Borrower relating to the initial extensions of credit.</p>



<p>(ix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Receipt by the Agent on behalf of each
Lender of a signed favorable opinion of James Van Horn, general counsel to the
Borrower and its Subsidiaries, dated as of the Closing Date and in form and
substance satisfactory to Agent and its counsel as to the matters set forth on <u>Exhibit
&quot;G&quot;</u> attached hereto.</p>



<p>(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The representations and warranties of
the Borrower contained in Article III and each Guarantor in the Guaranty
Agreement and in the other Loan Documents executed and delivered by such party
in connection with the Closing shall be true and correct in all material
respects on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date (except
representations and warranties which relate solely to an earlier date or time,
which representations and warranties shall be true and correct on and as of the
specific date or times referred to therein), and, the Borrower and each
Guarantor shall have performed, observed and complied with all covenants and
conditions hereof and contained in the other Loan Documents to which each is a
party; no Event of Default or Potential Default under this Agreement shall have
occurred and be continuing or shall exist; except as disclosed in the
Borrower's Form 10-K filed on December 31, 2002 with the Securities and
Exchange Commission, no Material Adverse Change shall have occurred; and there
shall be delivered to the Agent, for the benefit of each Lender and the Agent,
a certificate of the Borrower, dated the Closing Date and signed by an
Authorized Officer of the Borrower, to each such effect.</p>



<p>(xi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Receipt by the Agent on its own behalf
and on behalf of the Lenders of all Fees due and payable on or prior to the Closing
Date and all invoiced reimbursable expenses incurred on or prior to the Closing
Date.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (xii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All of the Borrower's audited financial statements and
Compliance Certificates for the fiscal years ended September 30, 2001 and
September 30, 2002 required under Sections 4.2(ii) and 4.2(iii) shall have been
provided to the Lenders.</p>



<p>(xiii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All amounts owing to the lenders under the
Existing Credit Agreement shall have been, or shall be concurrently with the
making of the first Loans hereunder, repaid in full, and the Existing Credit
Agreement shall terminate and be of no further force and effect upon such
repayment; in each case pursuant to such payout letters and other documents as
the Agent may require, each of which shall be in form and substance satisfactory
to the Agent.</p>



<p>(xiv)&nbsp;&nbsp;&nbsp;&nbsp; The NUI Utilities Credit Agreement shall be
in full force and effect, providing for a &quot;Total Commitment&quot;
thereunder of not less than $96,923,076.90, and all amounts owing to the
lenders under the &quot;Existing Credit Agreement&quot; as defined in the NUI
Utilities Credit Agreement shall have been, or shall be concurrently with the
making of the first loans thereunder, repaid in full and all commitments under
such &quot;Existing Credit Agreement&quot; of NUI Utilities shall have been terminated.</p>



<p align=center><b>ARTICLE
VII.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; DEFAULTS</b></p>



<p>Each of the
events or occurrences described in Sections 7.1 to and including 7.10 below
shall constitute an &quot;<u>Event of Default</u>&quot; hereunder.</p>



<p><b>7.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Payment
Default</u></b>.&nbsp; Default in the payment of (i) interest on
any Loan, any Reimbursement Obligation, any other Bank Indebtedness, the
Facility Fee, or any other amount due hereunder, and continuance of any such
nonpayment of such interest, Facility Fee or other amount for five Business
Days or (ii) principal of any Loan or any Reimbursement Obligation when due.</p>



<p><b>7.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Nonpayment
of Other Indebtedness</u></b>. &nbsp;The Borrower or any Subsidiary shall fail to
pay any Indebtedness of the Borrower or such Subsidiary, as the case may be,
other than the Bank Indebtedness, in an aggregate amount as to the Borrower and
its Subsidiaries collectively of $15,000,000 or more, as and when the same
shall become due, or the occurrence of any default under any agreement or
instrument under or pursuant to which such Indebtedness is incurred or issued
and continuance of such default beyond the period of grace, if any, allowed
with respect thereto, if such default permits or causes the acceleration of
such Indebtedness or the termination of any commitment to lend with respect
thereto.</p>



<p><b>7.3</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Insolvency</u>.</b></p>



<p><b>7.3a</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Involuntary
Proceedings</u></b>. &nbsp;A proceeding shall have been instituted in a
court having jurisdiction seeking a decree or order for relief in respect of
the Borrower or a Subsidiary in an involuntary case under the Federal
bankruptcy laws, or any other similar applicable Federal or state law, now or
hereafter in effect, or for the appointment of a receiver, liquidator, trustee,
sequestrator or similar official for the Borrower or any of its Subsidiaries or
for a substantial part of its or their property, or for the winding up or liquidation
of its or their affairs, and the same shall remain undismissed or unstayed and
in effect for a period of 60 days.</p>



<p><b>7.3b</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Voluntary
Proceedings</u></b>. &nbsp;The Borrower or a Subsidiary shall institute
proceedings to be adjudicated a voluntary bankrupt, or any of them shall
consent to the filing of a bankruptcy proceeding against it, or shall file a
petition or answer or consent seeking reorganization under the Federal
bankruptcy laws, or any other similar applicable Federal or state law now or
hereinafter in effect, or shall consent to the filing of any such petition or
shall consent to the appointment of a receiver, liquidator, trustee,
sequestrator or similar official for the Borrower or any of its Subsidiaries or
for a substantial part of its or their property, or shall make an assignment
for the benefit of creditors, or shall admit in writing its or their inability
to pay its or their debts generally as they become due, or corporate action
shall be taken by the Borrower or any of its Subsidiaries in furtherance of any
of the aforesaid purposes.</p>



<p><b>7.4</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Termination
of Existence</u></b>.<b>&nbsp; </b>The Borrower shall
terminate its existence or cease to exist or any Subsidiary shall terminate its
existence or cease to exist (i) except by reason of a permitted merger or
liquidation into or a consolidation with the Borrower or a Subsidiary in
accordance with the provisions hereof, or (ii) except where a Subsidiary's
termination or cessation of its existence shall have no Material Adverse Effect
on the Borrower and its Subsidiaries, taken as a whole.</p>



<p><b>7.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Failure
to Comply with Covenants</u></b>.</p>



<p><b>7.5a</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Failure
to Comply with Certain Article IV Covenants and Article V Covenants</u></b>. &nbsp;The Borrower shall default in the observance or performance of Section
4.3, Section 4.4, Section 4.10, Section 4.11, Section 4.12, Section 4.13 or of
any covenant contained in Article V.</p>



<p><b>7.5b&nbsp;&nbsp;&nbsp;&nbsp; <u>Failure
to Comply with Other Covenants</u>.&nbsp; </b>The
Borrower shall default in the due performance or observance of any other
covenant, condition or provision set forth herein and such default shall not be
remedied (i) with respect to any default under Section 4.2(ix) for a period of
ten days; and (ii) with respect to any other such default for a period of 30
days after such default is known to any officer of the Borrower or notice
thereof has been given to the Borrower by the Agent (such grace period to be
applicable only in the event such default can be remedied by corrective action
of the Borrower as determined by the Agent in its sole discretion).</p>

<p><b>&nbsp;</b></p>

<p><b>7.6</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Misrepresentation</u></b>. &nbsp;Any representation or warranty made by the Borrower or any
Subsidiary herein proves to have been untrue in any material respect as of the
date when made, or any certificate or other document furnished by the Borrower or
any Subsidiary to the Agent or any Lender pursuant to the provisions hereof
proves to have been untrue in any material respect on the date as of which the
facts set forth therein are stated or certified.</p>



<p><b>7.7</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Adverse
Judgments, Etc.</u>&nbsp; </b>Entry or filing
of any one or more judgments, writs or warrants of attachment or of any similar
process in an aggregate amount, as to the Borrower and its Subsidiaries
collectively, of $2,500,000 or more in excess of any third-party insurance
protecting against such liability against the Borrower and its Subsidiaries or
against any of their respective properties and failure of the Borrower or its
Subsidiaries to vacate, pay, bond, stay or contest in good faith such
judgments, writs, warrants of attachment or other process within a period of 30
days.</p>



<p><b>7.8</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Invalidity
or Unenforceability</u></b>. &nbsp;This Agreement, the Notes or any other Loan
Document ceases to be valid and binding on the Borrower or any Guarantor, as
applicable, or is declared null and void, or the validity or enforceability
thereof is contested by the Borrower or any Guarantor or the Borrower or any
Guarantor denies it has any or further liability under this Agreement, any Note
or under the other Loan Documents to which it is a party.</p>



<p><b>7.9</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>ERISA</u></b>. <b>&nbsp;</b>(i) A trustee shall be appointed by a
court of competent jurisdiction to administer any Plan of the Borrower or any
ERISA Affiliate; (ii) the PBGC shall terminate any Plan of the Borrower or any
ERISA Affiliate or appoint a trustee to administer any such Plan; or (iii) the
Borrower or any ERISA Affiliate shall incur any liability to the PBGC in
connection with any Plan, which, in any such case, likely would have a Material
Adverse Effect on the Borrower and its Subsidiaries, taken as a whole.</p>



<p><b>7.10&nbsp;&nbsp;&nbsp;&nbsp; <u>Change
of Control; Change of Beneficial Ownership or Board</u></b>.&nbsp;
Any Person or group of Persons (within the meaning of Sections 13 or 14
of the Securities and Exchange Act of 1934), other than the then current
officers or directors of the Borrower or an underwriter which obtains such
ownership as a result of effecting a firm committed underwriting of a secondary
offering of the Borrower's voting stock on behalf of such officers or
directors, shall have acquired beneficial ownership of (within the meaning of
Rule 13d-3 and 13d-5 promulgated by the Securities and Exchange Commission
under said Act) twenty-five percent (25%) or more of the voting stock of the
Borrower on a fully diluted basis with respect to which such Persons are
entitled to vote on the election of directors or, during any period of up to 24
consecutive months, Persons who at the beginning of such 24-month period were
directors of the Borrower (or were appointed, nominated or elected by such
Persons) cease for any reason to constitute a majority of the directors of the
Borrowers then in office.&nbsp; For purposes
of calculating the acquisition of beneficial ownership, any transfer of voting
stock of the Borrower by any Person or group of Persons to a Permitted
Transferee shall be deemed not to constitute a conveyance and acquisition of
such stock.&nbsp; A &quot;<u>Permitted
Transferee</u>&quot; includes any of the following with respect to any then
current officer or director of the Borrower: (i) spouse; (ii) lineal
descendants of all generations and spouses of such lineal descendants; (iii) a
charitable corporation or trust established by such then current officer or
director or by a person described in (i) or (ii) preceding; (iv) a trust (or in
the case of a minor, a custodial account under a Uniform Gifts or Transfers to
Minors Act) of which the beneficiary(ies) are one or more Persons described in
the preceding clauses (i), (ii) or (iii), and (v) an executor or administrator
upon the death of such then current officer or director or any Person described
in the preceding clauses (i) or (ii).</p>



<p><b>7.11&nbsp;&nbsp;&nbsp;&nbsp; <u>Consequences of an Event of Default</u></b>.&nbsp; If one or more of the Events of Default
occur then (a) if such Event of Default is set forth in Sections 7.3 or 7.4,
the Commitments shall automatically terminate and the Notes then outstanding
and all other amounts owing under this Agreement (including, without
limitation, all amounts of L/C Obligations, whether or not the beneficiaries of
the then outstanding Letters of Credit shall have presented the documents
required thereunder) shall become immediately due and payable, without
necessity of demand, presentation, protest, notice of dishonor or notice of
default or (b) if such Event of Default is set forth in any of the remaining
Sections of this Article VII, then the Agent, at the request of the Required
Lenders, and upon notice to the Borrower, shall declare the Borrower in default
hereunder, and upon such declaration, shall, at the request of the Required
Lenders, terminate the Commitment and/or declare the Notes then outstanding and
all other amounts owing under this Agreement (including, without limitation,
all amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) immediately due and payable, without necessity of any further
demand, presentation, protest, notice of dishonor or further notice of default,
whereupon the same shall be immediately due and payable.</p>

<p><b>&nbsp;</b></p>

<p>With
respect to all Letters of Credit with respect to which presentment for honor
shall not have occurred at the time of an acceleration pursuant to the
preceding paragraph, the Borrower shall at such time deposit in a cash
collateral account opened by the Agent an amount equal to the aggregate then
undrawn and unexpired amount of such Letters of Credit.&nbsp; The Borrower hereby grants to the Agent, for
the benefit of the Issuing Bank and the L/C Participants, a security interest
in such cash collateral to secure all obligations of the Borrower under this
Agreement and the other Loan Documents.&nbsp;
Amounts held in such cash collateral account shall be applied to the
payment of drafts drawn under such Letters of Credit, and the unused portion
thereof after all such Letters ofCredit shall have
expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrower hereunder and under the Notes.&nbsp; After all such Letters of Credit shall have
expired or been fully drawn upon, all Reimbursement Obligations shall have been
satisfied and all other obligations of the Borrower hereunder and under the
Notes shall have been paid in full, the balance, if any, in such cash
collateral account shall be returned to the Borrower.&nbsp; The Borrower shall execute and deliver to the Agent, for the
account of the Issuing Bank and the L/C Participants, such further documents
and instruments as the Agent may request to evidence the creation and
perfection of the within security interest in such cash collateral account.</p>



<p><b>7.12</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Remedies
Upon Default</u></b>.<b>&nbsp; </b>Upon
thetermination of the Commitments and acceleration of
the Notes following the occurrence of an Event of Default, the Lenders shall,
unless such termination and acceleration subsequently have been rescinded, have
the full panoply of rights and remedies granted to them under this Agreement
and all those rights and remedies granted by law to creditors, and the Agent,
at the direction of the Required Lenders, shall proceed to protect and enforce
the Lenders' rights by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained herein,
in the Notes or in any of the other Loan Documents, or for an injunction
against a violation of any of the terms hereof or thereof, or in aid of the
exercise of any power granted hereby or thereby or by law.&nbsp; No right, power or remedy conferred by this
Agreement, in the Notes, or by any other Loan Document, upon the Agent or the
Lenders shall be exclusive of any other right, power or remedy referred to
herein or therein or now or hereafter available at law, in equity, by statute
or otherwise.&nbsp; No exercise of any one
right or remedy shall be deemed a waiver of other rights or remedies.&nbsp; The rights and remedies of the Agent and the
Lenders specified herein are for the sole and exclusive benefit, use and
protection of the Agent and the Lenders, and the Agent and the Lenders shall be
entitled, but shall have no duty or obligation, to exercise or to refrain from
exercising any right or remedy reserved to the Agent or the Lenders hereunder.</p>



<p align=center><b>ARTICLE VIII.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; AGREEMENT
AMONG LENDERS.</b></p>



<p><b>8.1</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Appointment
and Grant of Authority</u></b>. &nbsp;Each of the Lenders hereby appoints Fleet
National Bank and Fleet National Bank hereby agrees to act as, the Agent under
this Agreement, the Notes and the other Loan Documents.&nbsp; As such Agent, Fleet National Bank shall
have and may exercise such powers under this Agreement and the other Loan
Documents as are specificallydelegated to the Agent, by the terms
hereto or thereof, together with such other powers as are incidental thereto.&nbsp; Without limiting the foregoing, the Agent,
on behalf of the Lenders, is authorized to execute all of the Loan Documents
(other than this Agreement) and to accept all of the Loan Documents and all
other agreements, documents or instruments reasonably required to carry out the
intent of the parties to this Agreement.</p>



<p><b>8.2</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Delegation
of Duties</u></b>. &nbsp;The Agent may perform any of its duties
hereunder by or through agents or employees (provided such delegation does not
constitute a relinquishment of duties as the Agent hereunder) and, subject to
Sections 8.7 and 9.2 hereof, shall be entitled to engage and pay for the advice
or services of any attorneys, accountants, or other experts concerning all
matters pertaining to duties hereunder and to rely upon any advice so obtained.</p>



<p><b>8.3</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Reliance
by Agent on Lenders for Funding</u></b>.
&nbsp;Unless the Agent shall have
received notice from a Lender prior to any Borrowing Date that such Lender will
not make available to the Agent such Lender's portion of net disbursements of
Loans, the Agent may assume that such Lender has made such portion available to
the Agent and the Agent may, in reliance upon such assumption, make Loans to
the Borrower.&nbsp; If and to the extent that
such Lender has not made such portion available to the Agent on or prior to any
Borrowing Date, such Lender and the Borrower severally agree to repay to the
Agent immediately upon demand, in immediately available funds, such unpaid
amount, together with interest thereon for each day from the applicable
Borrowing Date until such amount is repaid to the Agent, at (i) in the case of
the Borrower, at the rate of interest then in effect for such Loan and (ii) in
the case of such Lender, at the Federal Funds Effective Rate.&nbsp; If such Lender shall repay to the Agent such
corresponding amount, such amount shall constitute a Loan made by such Lender
for purposes of this Agreement.&nbsp; The
failure by any Lender to pay its portion of a Loan made by the Agent shall not
relieve any other Lender of the obligation to pay its portion of net disbursements
of Loans on any Borrowing Date, but no Lender shall be responsible for the
failure of any other Lender to make its net share of Loans to be made by such
other Lender on such Borrowing Date.</p>



<p><b>8.4</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Non-Reliance
on Agent</u></b>.&nbsp; Each Lender agrees that it has,
independently and without reliance on the Agent, based on such documents and
information as it has deemed appropriate, made its own credit analysis and
evaluation of the Borrower and its operations and decision to enter into this
Agreement and that it will, independently and without reliance upon the Agent,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own analysis and decisions in taking or not taking
action under this Agreement.&nbsp; Except as
otherwise provided herein, the Agent shall have no duty to keep the Lenders
informed as to the performance or observance by the Borrower of this Agreement
or any other document or instrument referred to or provided for herein or to
inspect the properties or books of the Borrower.&nbsp; The Agent, in the absence of gross negligence or willful
misconduct, shall not be liable to any Lender for its failure to relay or
furnish to the Lender any information.&nbsp; </p>



<p><b>8.5</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Responsibility of Agent and Other</u></b><u>
<b>Matters</b></u></p>



<p><b>8.5a&nbsp;&nbsp;&nbsp;&nbsp; <u>Ministerial
Nature of Duties</u></b><b><a
name="_Toc32652717"></a></b>. &nbsp;As among the Lenders and the Agent, the Agent shall have no duties
or responsibilities except those expressly set forth in this Agreement, the
Notes or in the other Loan Documents, and those duties and responsibilities
shall be subject to the limitations and qualifications set forth in this
Article VIII.&nbsp; The duties of the Agent
shall be ministerial and administrative in nature.</p>



<p><b>8.5b</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Limitation
of Liability</u></b>. &nbsp;As among the Lenders and the Agent, neither
the Agent nor any of its directors, officers, employees or agents shall be
liable for any action taken or omitted (whether or not such action taken or
omitted is within or without the Agent's responsibilities and duties expressly
set forth in this Agreement) under or in connection with this Agreement or any
other instrument or document in connection herewith except for gross negligence
or willful misconduct.&nbsp; Without limiting
the foregoing, neither the Agent nor any of its directors, officers or
employees shall be responsible for, or have any duty to examine (i) the
genuineness, execution, validity, effectiveness, enforceability, value or
sufficiency of (A) this Agreement, the Notes or any of the other Loan Documents
or (B) any other document or instrument furnished pursuant to or in connection
with this Agreement, (ii) the collectability of any amounts owed by the
Borrower to the Lenders, (iii) the truthfulness of any recitals, statements,
representations or warranties made to the Agent or the Lenders in connection
with this Agreement, (iv) any failure of any party to this Agreement to receive
any communication sent, including any telegram, teletype, facsimile
transmission or telephone message or any writing, application, notice, report,
statement, certificate, resolution, request, order, consent letter or other
instrument or paper or communication entrusted to the mails or to a delivery
service, or (v) the assets, liabilities, financial condition, results of operations,
business or prospects, or creditworthiness of the Borrower.</p>



<p><b>8.5c&nbsp;&nbsp;&nbsp;&nbsp; <u>Reliance</u></b>. &nbsp;The Agent shall be entitled to act, and shall be fully protected
in acting upon, any telegram, teletype, facsimile transmission or any writing,
application, notice, report, statement, certificate, resolution, request,
order, consent, letter or other instrument, paper or communication believed by
the Agent in good faith to be genuine and correct and to have been signed or
sent or made by a proper Person.&nbsp; The
Agent may consult counsel and shall be entitled to act, and shall be fully
protected in any action taken in good faith, in accordance with advice given by
counsel.&nbsp; The Agent may employ agents
and attorneys-in-fact and shall not be liable for the default or misconduct of
any such agents or attorneys-in-fact selected by the Agent with reasonable
care.&nbsp; The Agent shall not be bound to
ascertain or inquire as to the performance or observance of any of the terms,
provisions or conditions of this Agreement or any of the other Loan Documents
on the part of the Borrower or any other party thereto.</p>



<p><b>8.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Actions in Discretion of Agent;
Instructions from the Lenders</u>.</b>&nbsp; The Agent agrees, upon the written request
of the Required Lenders, to take or refrain from taking any action of the type
specified as being within the Agent's rights, powers or discretion herein or
under any Loan Documents, provided that the Agent shall not be required to take
any action which exposes the Agent to personal liability or which is contrary
to this Agreement or any other Loan Document or applicable law.&nbsp; In the absence of a request by the Required
Lenders, the Agent shall have authority, in its sole discretion, to take or not
to take any such action, unless this Agreement specifically requires the
consent of the Required Lenders or all of the Lenders.&nbsp; Any action taken or failure to act pursuant
to such instructions or discretion shall be binding on the Lenders, subject to
Section 8.5b hereof.&nbsp; Subject to the
provisions of Section 8.5b, no Lender shall have any right of action whatsoever
against the Agent as a result of the Agent acting or refraining from acting
hereunder in accordance with the instructions of the Required Lenders.</p>



<p><b>8.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Indemnification</u>.</b>&nbsp; To the extent the Borrower does not
reimburse and save harmless the Agent according to the terms hereof for and
from all costs, expenses and disbursements in connection herewith, such costs,
expenses and disbursements shall be borne by the Lenders ratably in accordance
with their respective Commitment Percentages.&nbsp;
Each Lender hereby agrees on such basis (i) to reimburse the Agent for
such Lender's pro rata share of all such reasonable costs, expenses and
disbursements on request and (ii) to the extent of each such Lender's pro rata
share, to indemnify and save harmless the Agent against and from any and all
losses, obligations, penalties, actions, judgments and suits and other costs,
expenses and disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against the Agent, other than as a
consequence of gross negligence or willful misconduct on the part of the Agent,
arising out of or in connection with (i) this Agreement, the Notes, the other
Loan Documents or any other agreement, instrument or document executed or
delivered in connection herewith or therewith, or (ii) any action taken at the
request of the Required Lenders or all of the Lenders hereunder, as the case
may be, including without limitation the reasonable costs, expenses and
disbursements in connection with defending themselves against any claim or
liability, or answering any subpoena or other process related to the exercise
or performance of any of their powers or duties under this Agreement, the other
Loan Documents, or any of the other agreements, instruments or documents
executed or delivered in connection herewith or the taking or refraining from
any action under or in connection with any of the foregoing.</p>



<p><b>8.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Agent's Rights as a Lender</u>.</b>&nbsp; With respect to the Commitment of the Agent
as a Lender hereunder, any Loans of the Agent under this Agreement or the other
Loan Documents, with respect to any Letters of Credit issued or participated in
by it, and any other amounts due to the Agent under this Agreement, the Agent
shall have the same rights and powers, duties and obligations under this
Agreement, the Notes, the other Loan Documents or other agreement, instrument
or document as any Lender and may exercise such rights and powers and shall
perform such duties and fulfill such obligations as though it were not the Agent.&nbsp; The Agent may accept deposits from, lend
money to, and generally engage, and continue to engage, in any kind of business
with the Borrower as if it were not the Agent.</p>



<p><b>8.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Payment to Lenders</u>.</b>&nbsp; Except as otherwise set forth in Section 8.3
hereof, promptly after receipt from the Borrower of any principal repayment of
the Loans, interest due on the Loans, any payment of the Reimbursement
Obligations and any Facility Fees owing to the Lenders or other amounts due
under any of the Loan Documents (except for such amounts which are payable for
the sole account of any Lender or the Agent), the Agent shall distribute to
each Lender that Lender's share of the funds so received.&nbsp;&nbsp; </p>



<p><b>8.10&nbsp;&nbsp;&nbsp;&nbsp; </b><b><u>Pro Rata Sharing</u></b>. &nbsp;Except
as otherwise set forth in Section 8.3 hereof, all interest and principal
payments on the Loans, all payments of the Reimbursement Obligations, all
payments of letter of credit commissions referred to in Section 2.15(c)(ii),
and all payments of Facility Fees are to be divided pro rata among the Lenders
in proportion to the extensions of credit outstanding from each Lender or, if
no such Loans or Letters of Credit are then outstanding, in accordance with
their respective Commitment Percentages.&nbsp;
Any sums obtained from the Borrower by any Lender by reason of the
exercise of its rights of set-off, banker's lien or in collection shall be
shared (net of costs) pro rata among the Lenders on the basis of the principal
amount of Loans and/or Letters of Credit outstanding.&nbsp; Nothing in this Section 8.10 shall be deemed to require the
sharing among the Lenders of collections specifically relating to, or of the
proceeds of any collateral securing, any other Indebtedness of the Borrower to
any Lender.</p>



<p><b>8.11</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Successor
Agent</u></b>.</p>



<p><b>8.11a&nbsp;&nbsp; <u>Resignation
of Agent</u></b>. &nbsp;The Agent may resign as Agent hereunder by
giving 30 days' prior written notice to the Lenders and the Borrower.&nbsp; If such notice shall be given, the Lenders
shall appoint a successor agent for the Lenders, during such 30 day period,
which successor agent shall be reasonably satisfactory to the Borrower, to
serve as agent hereunder and under the several Loan Documents.&nbsp; If at the end of such 30 day period, the
Lenders have not appointed such a successor, the Agent shall use reasonable
commercial efforts to procure a successor reasonably satisfactory to the
Lenders and the Borrower, to serve as agent for the Lenders hereunder and under
the several Loan Documents.&nbsp; Any such
successor agent shall succeed to the rights, powers and duties of the Agent.</p>



<p><b>8.11</b><b>b</b>&nbsp;&nbsp; <b><u>Rights
of the Former Agent</u></b>. &nbsp;Upon the appointment of such successor agent
or upon the expiration of such 30 day period (or any longer period to which the
Agent has agreed), the former Agent's rights, powers and duties as Agent shall
be terminated, without any other or further act or deed on the part of such
former Agent or any of the parties to this Agreement.&nbsp; After any retiring Agent's resignation hereunder as Agent
hereunder, the provisions of this Article VIII shall inure to the benefit of
such retiring Agent as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement.</p>



<p><b>8.12&nbsp;&nbsp;&nbsp;&nbsp; <u>Notice
of Default</u></b>. &nbsp;The Agent shall not be deemed to have
knowledge or notice of the occurrence of an Event of Default unless the Agent
has received written notice from a Lender or the Borrower referring to this
Agreement, describing such Event of Default and stating that such notice is a
&quot;notice of default&quot;.</p>



<p><b>8.13</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Notices</u>.&nbsp; </b>The Agent shall promptly send to each
Lender a copy of all notices received from the Borrower pursuant to the
provisions of this Agreement or the other Loan Documents promptly upon receipt
thereof.&nbsp; The Agent shall promptly
notify the Borrower and the other Lenders of each change in the Base Rate and
the effective date thereof.</p>



<p><b>8.14&nbsp;&nbsp;&nbsp;&nbsp; </b><b><u>Holders of Notes</u></b>.&nbsp; The
Agent may deem and treat any payee of any Note as the owner thereof for all
purposes hereof unless and until written notice of the assignment or transfer
thereof shall have been filed with the Agent.&nbsp;
Any request, authority or consent of any person who at the time of
making such request or giving such authority or consent is the holder of any
Note shall be conclusive and binding on any subsequent holder, transferee or
assignee of such Note or of any Note or Notes issued in exchange therefor.</p>



<p><b>8.15&nbsp;&nbsp;&nbsp;&nbsp; </b><b><u>Calculations</u></b>. &nbsp;In the
absence of gross negligence or willful misconduct, the Agent shall not be
liable for any error in computing the amount payable to any Lender whether in
respect of the Loans, Fees or any other amounts due to the Lenders under this
Agreement.&nbsp; In the event an error in
computing any amount payable to any Lender is made, the Agent, the Borrower and
each affected Person shall, forthwith upon discovery of such error, make such
adjustments as shall be required to correct such error, and any compensation
therefor will be calculated at the Federal Funds Effective Rate.</p>



<p><b>8.16&nbsp;&nbsp;&nbsp;&nbsp; <u>Beneficiaries</u></b>.&nbsp;
Except as expressly provided herein, the provisions of this Article VIII
are solely for the benefit of the Agent and the Lenders, and the Borrower shall
not have any rights to rely on or enforce any of the provisions hereof.&nbsp; In performing its functions and duties under
this Agreement, the Agent shall act solely as agent of the Lenders and does not
assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for the Borrower.</p>



<p align=center><b>ARTICLE IX.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; GENERAL
PROVISIONS</b></p>



<p><b>9.1</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Amendments
and Waivers</u></b>.<b>&nbsp; </b>Subject
to the remaining provisions of this Section 9.1, the Agent, the Lenders and the
Borrower may, from time to time, enter into amendments, extensions, renewals,
modifications, supplements and replacements to and of this Agreement, the Notes
or the other Loan Documents and the Lenders or the Required Lenders, as the
case may be, may, from time to time, waive compliance with a provision
thereof.&nbsp; No amendment, renewal,
modification, extension, supplement, replacement or waiver of any provision of
this Agreement, the Notes or the other Loan Documents or consent to any
departure therefrom by the Borrower shall be effective unless it is in writing
and is signed by the Required Lenders (or the Agent with the written consent of
the Required Lenders), and then such waiver or consent shall be effective only
for the specific instance and for the specific purpose for which it is given; <u>provided</u>,
however, that no amendment, renewal, modification, waiver or consent, unless in
writing and signed by all of the Lenders (or the Agent with the written consent
of all of the Lenders), shall do any of the following:</p>



<p>(A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; increase the Commitment of any Lender or
subject any Lender to any additional obligations hereunder;</p>



<p>(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; increase any Lender's Commitment
Percentage or decrease the aggregate or individual unpaid principal amount of
the Notes, or forgive the payment of the principal or interest payable on the
Notes;</p>



<p>(C)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; waive an Event of Default in the payment
of principal and/or interest due hereunder and under any of the Notes;</p>



<p>(D)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; decrease the interest rate relating to
the Loans;</p>



<p>(E)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; postpone any date fixed for any payment
of principal of or interest on the Loans, the Facility Fee, or any other
obligations of the Borrower set forth in Article II;</p>



<p>(F)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; reduce the Facility Fee; </p>



<p>(G)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; release of any Guarantor (other than an
Insignificant Subsidiary) from the Guaranty Agreement; or</p>



<p>(H)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; amend the definition of the term
&quot;Required Lenders&quot; or amend or waive the provisions of this Section
9.1.</p>



<p>Any such supplemental
agreement shall apply equally to the Borrower and each of the Lenders and shall
be binding upon the Borrower, the Lenders, the Agent and all future holders of
the Notes.&nbsp; In the case of any waiver,
the Borrower, the Lenders and the Agent shall be restored to their former
positions and rights, and any Event of Default waived shall be deemed to be
cured and not continuing, but no such waiver shall extend to any subsequent or
other Event of Default, or impair any right consequent thereon.</p>



<p><b>9.2</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>E</u></b><b><u>xpenses</u></b>. &nbsp;The Borrower shall pay:</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All reasonable costs and expenses of
the Agent (including without limitation the reasonable fees and disbursements
of the Agent's special counsel, Edwards&nbsp;&amp; Angell, LLP and any
reasonable accounting, consulting, brokerage or other similar professional fees
or expenses, and any reasonable fees or expenses associated with travel or
other costs relating to any appraisals or examinations conducted in connection
with the Loans) incurred in connection with the preparation, negotiation,
execution and delivery of this Agreement and the other Loan Documents and any and
all other documents and instruments prepared in connection herewith, including
but not limited to all amendments, extensions, modifications, replacements,
waivers, consents and other documents and instruments prepared or entered into
from time to time;</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All costs and expenses of the Agent and
the Lenders (including without limitation the fees and disbursements of the
Agent's and the Lenders' counsels, which may be in house counsel) in connection
with (A) the enforcement of this Agreement and the other Loan Documents arising
pursuant to a breach by the Borrower or any Guarantor of any of the terms,
conditions, representations, warranties or covenants of any Loan Document to
which either the Borrower or any Guarantor is a party, and (B) defending or prosecuting
any actions, suits or proceedings relating to any of the Loan Documents.</p>



<p>All of such costs and
expenses shall be payable by the Borrower to the Lenders or the Agent, as the
case may be, upon demand or as otherwise agreed upon by the Lenders or the
Agent and the Borrower, and shall constitute Bank Indebtedness under this
Agreement.&nbsp; The Borrower further agrees
to pay, and save the Agent and the Lenders harmless from any and all liability
for, any stamp or other taxes which may be payable with respect to the
execution or delivery of this Agreement or the issuance of the Notes.&nbsp; The Borrower's obligation to pay such costs
and expenses shall survive the termination of this Agreement and the repayment
of the Bank Indebtedness.</p>



<p><b>9.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b><b><u>Notices</u></b>. &nbsp;All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made on
the earlier of (i) when delivered, or (ii) three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice,
when received, addressed as follows in the case of the Borrower and the Agent,
and as set forth in an administrative questionnaire delivered to the Agent in
the case of the Lenders, or to such other address as may be hereafter notified
by the respective parties hereto:</p>



<p>Borrower:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; NUI
Corporation<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 550
Route 202-206<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; P.
0. Box 760<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Bedminster,
NJ 07921<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Attention:&nbsp;&nbsp;&nbsp; Treasurer<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Telecopier:&nbsp;&nbsp; (908) 781-0718<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Telephone:&nbsp; (908) 781-0500 </p>





<p>The Agent:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Fleet
National Bank<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 100
Federal Street<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Mail
Stop:&nbsp; MADE 10008A<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Boston,
Massachusetts&nbsp; 02110<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Attention:&nbsp;&nbsp; Mr. Stephen J. Hoffman<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Telephone:&nbsp; (617) 434-6520</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Telecopier:&nbsp; (617)434-3652</p>



<p><b>9.4</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>T</u></b><b><u>ax Withholding</u></b>. &nbsp;At least five Business Days prior to the
first date on which interest or fees are payable hereunder for the account of
each Lender, each Lender or assignee or participant of a Lender that is not
incorporated under the laws of the United States of America or a state thereof
agrees that it will deliver to the Agent and the Borrower two duly completed
copies of either (i) IRS Form W-9, 1001 or 4224 or such other applicable form
prescribed by the IRS, certifying in each case that such Lender or assignee or
participant of a Lender is entitled to receive payments under this Agreement or
its Notes without deduction or withholding of United States federal income
taxes, or is subject to such tax at a reduced rate under an applicable tax
treaty or (ii) IRS Form W-8 or such other applicable form prescribed by the IRS
or a certificate of such Lender or assignee or participant of a Lender
indicating that no such exemption or reduced rate of taxation is allowable with
respect to such payments.&nbsp; Each Lender
or assignee or participant of a Lender which delivers an IRS Form W-8, W-9,
4224, 1001 or other such applicable form further undertakes to deliver to the
Agent and the Borrower two additional copies of any such form (or any successor
form) on or before the date on which that form expires or becomes obsolete or
after the occurrence of any event requiring a change in the most recent form so
delivered by it, and such amendments thereto or extensions or renewals thereof
as may be reasonably requested by the Borrower or the Agent, either certifying
that such Lender or assignee or participant of a Lender is entitled to receive
payments under this Agreement or its Notes without deduction or withholding of
any United States federal income taxes or is subject to such tax at a reduced
rate under an applicable tax treaty or stating the date on which that no such
exemption or reduced rate is allowable.&nbsp;
The Agent shall be entitled to withhold, from each payment hereunder or
under the Notes payable to it, United States federal income taxes at the full
withholding rate unless each Lender referred to in the first sentence of this
Section 9.4 establishes an exemption or at the applicable reduced rate
established pursuant to the above provisions.</p>



<p><b>9.5</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Successors
and Assigns</u></b>.<b>&nbsp;</b>This
Agreement shall be binding upon the Borrower, the Agent and the Lenders and
their respective successors and assigns, and shall inure to the benefit of the
Borrower, the Agent and the Lenders and the successors and assigns of the Agent
and the Lenders; <u>provided</u>, that the Borrower shall not assign its rights
or duties hereunder or under any of the other Loan Documents without the prior
written consent of the Lenders.</p>



<p><b>9.6</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Assignments
and Participations</u></b>.</p>



<p><b>9.6a&nbsp;&nbsp;&nbsp;&nbsp; <u>Assignments</u></b>.&nbsp; Subject
to the remaining provisions of this Subsection 9.6a, any Lender (a &quot;<u>Transferor
Lender</u>&quot;), at any time, in the ordinary course of its commercial
banking business and in accordance with applicable law, may sell to one or more
financial institutions (individually a &quot;<u>Purchasing Lender</u>&quot;), a
portion or all of its rights and obligations under this Agreement and the Notes
then held by it, pursuant to an Assignment and Assumption Agreement
substantially in the form of <u>Exhibit &quot;H&quot;</u> executed by the
Transferor Lender, such Purchasing Lender, the Borrower (if applicable) and the
Agent; subject, however to the following requirements:</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Each such assignment must be in a
minimum amount of $5,000,000, or, if in excess thereof, in integral multiples
of $1,000,000, unless such assignment shall be in the full amount of such
Lender's Commitment;</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; During the first 90 days following the
Closing Date, each assignment made shall become effective only on a date which
coincides with the expiration date of any Interest Period then in effect,
unless the Agent agrees to waive this provision;</p>



<p>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Agent and the Borrower must each give
its prior consent to any such assignment which consent shall not be
unreasonably withheld; it being agreed that it shall not be deemed unreasonable
for the Borrower to decline to consent to such assignment if (A) such
assignment would result in incurrence of additional costs to the Borrower under
Article II, or (B) the proposed assignee has not provided to the Borrower any
tax forms received under Section 9.4; <u>provided</u>, <u>however</u>, no
consent is required for the transfer by a Lender to its Affiliate or to another
Lender so long as the conditions in clauses (A) and (B) immediately above are
satisfied; and</p>



<p>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Transferor Lender shall pay to the
Agent a $3,500 service fee for each such transfer at the time of each such
transfer;</p>



<p><u>provided</u>,
<u>however</u> the restrictions set forth in item (i) above shall not apply (x)
in the case of an assignment by a Lender to an Affiliate of such Lender or (y)
in the case of any assignment by any Transferor Lender upon the occurrence and
during the continuation of an Event of Default, and <u>provided</u> <u>further</u>,
that upon the occurrence and during the continuance of an Event of Default the
consent of the Borrower to any assignment is not required.</p>



<p>Upon
the execution, delivery, acceptance and recording of any such Assignment and
Assumption Agreement, from and after the Transfer Effective Date determined
pursuant to such Assignment and Assumption Agreement, all parties hereto agree
that (a) the Purchasing Lender thereunder shall be a party hereto as a Lender
and, to the extent provided in such Assignment and Assumption Agreement, shall
have the rights and obligations of a Lender hereunder with a Commitment as set
forth therein, and (b) the Transferor Lender thereunder shall, to the extent
provided in such Assignment and Assumption Agreement, be released from its
obligations as a Lender under this Agreement.&nbsp;
Such Assignment and Assumption Agreement shall be deemed to amend this
Agreement (without further action) to the extent, and only to the extent,
necessary to reflect the addition of such Purchasing Lender as a Lender and the
resulting adjustment of Commitment Percentages arising from the purchase by
such Purchasing Lender of all or a portion of the rights and obligations of
such Transferor Lender under this Agreement and its Notes.&nbsp; On or prior to the Transfer Effective Date,
the Borrower shall execute and deliver to the Agent, in exchange for the
surrendered Notes held by the Transferor Lender, new Notes to the order of such
Purchasing Lender in an amount equal to the Commitment or the Loans and
Reimbursement Obligations assumed by it and purchased by it pursuant to such
Assignment and Assumption Agreement, and new Notes to the order of the
Transferor Lender in an amount equal to the Commitment or the Loans retained by
it hereunder.</p>



<p>In addition to the
assignments permitted above, any Lender may assign and pledge all or any
portion of its Loans and Notes to any Federal Reserve Bank as collateral
security pursuant to Regulation A of the Board of Governors of the Federal
Reserve System and any Operating Circular issued by such Federal Reserve
Bank.&nbsp; No such assignment shall release
the assigning Lender from its obligations and duties hereunder.</p>



<p><b>9.6b</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Assignment
Register</u></b>. &nbsp;The Agent shall maintain, at its address
referred to in Subsection 9.3, a copy of each Assignment and Assumption
Agreement delivered to it and a register (the &quot;<u>Register</u>&quot;) for
the recordation of the names and addresses of the Lenders and the amount of the
Loans and/or the Letters of Credit owing to each Lender from time to time.&nbsp; The entries in the Register shall be
conclusive, in the absence of manifest error, and the Borrower, the Agent and
the Lenders may treat each Person whose name is recorded in the Register as the
owner of the Loans recorded therein for all purposes of this Agreement.&nbsp; The Register shall be available at the
office of the Agent set forth in Subsection 9.3 for inspection by either
Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.</p>



<p><b>9.6c</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Participations</u></b>. &nbsp;Each Lender, in the ordinary course of its commercial banking
business and in accordance with applicable law, may sell to one or more
Participants a participating interest in any Loan owing to such Lender, the
interest of such Lender in any Notes or the Commitment of such Lender.&nbsp; In the event of any such sale by a Lender of
a participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of its Notes for all purposes under this Agreement and
the Borrower, the other Lenders and the Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement or its Notes and the Participants shall have
voting rights only with respect to matters described in items (B), (C), (D),
(E) and (F) of Section 9.l.</p>



<p><b>9.7</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Severability</u></b>. &nbsp;Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.&nbsp; </p>



<p><b>9.8</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Survival</u></b>. &nbsp;All representations, warranties, covenants and agreements of the
Borrower contained herein in the Notes or in the other Loan Documents or made
in writing in connection herewith or therewith shall survive the issuance of
the Notes and shall continue in full force and effect so long as the Borrower
may borrow hereunder and so long thereafter until payment in full of all the
Notes and the Bank Indebtedness.</p>



<p><b>9.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Governing Law</u></b>.&nbsp; <b>This Agreement, each Note and each other
Loan Document shall be a contract made under, governed by and construed in accordance
with the laws of the State of New Jersey without reference to the provision
thereof regarding conflicts of law except where such law is superseded by
applicable Federal law.</b></p>



<p><b>9.10&nbsp;&nbsp;&nbsp;&nbsp; </b><b><u>Non-Business Days</u></b>.&nbsp; Except
as otherwise specifically required pursuant to the terms of this Agreement,
whenever any payment hereunder or under the Notes is due and payable on a day
which is not a Business Day, such payment may be made on the next succeeding
Business Day.</p>



<p><b>9.11</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Integration</u></b>. &nbsp;This Agreement constitutes the entire agreement between the
parties relating to this financing transaction and it supersedes all prior
understandings and agreements, whether written or oral, between the parties
hereto concerning the subject matter of this Agreement.</p>



<p><b>9.12&nbsp;&nbsp;&nbsp;&nbsp; </b><b><u>Headings</u></b>. &nbsp;Article,
Section and other headings used in this Agreement are intended for convenience
only and shall not affect the meaning or construction of this Agreement.</p>



<p><b>9.13</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Set-Off</u></b>. &nbsp;The Borrower hereby gives to the Lenders a lien and security
interest for the amount of any Bank Indebtedness upon and in any property,
credits, securities or money of the Borrower which may at any time be delivered
to, or be in the possession of, or owed by any Lender in any capacity whatever,
including the balance of any deposit account but excluding any trust or
fiduciary accounts, in each case maintained by the Borrower with such
Lender.&nbsp; The Borrower hereby authorizes
each Lender in case of an Event of Default, at such Lender's option, at any
time and from time to time, to apply, at the discretion of such Lender, to the
payment of Bank Indebtedness, any and all such property, credits, securities or
money now or hereafter in the hands of such Lender belonging or owed to the
Borrower.&nbsp; Nothing herein shall restrict
any Lender's ability to set off any property, credits, securities or money of
the Borrower which may at any time be delivered to, or be in possession or owed
to any Lender in any capacity whatever to satisfy an independent obligation of
the Borrower to the Lender.</p>



<p><b>9.14&nbsp;&nbsp;&nbsp;&nbsp; <u>Consent
to Forum</u></b>. &nbsp;The parties hereto each hereby irrevocably
consents to the nonexclusive jurisdiction of the Courts of the Commonwealth of
Massachusetts or any Federal court sitting therein in any action or proceeding
arising out of or relating to this Agreement, the Notes or the other Loan
Documents, and each party agrees that a summons and complaint commencing an
action or proceeding in either of such courts shall be properly served and
shall confer personal jurisdiction if served personally or by certified mail to
the party at its respective address set forth in Section 9.3, or as otherwise
provided under the laws of the Commonwealth of Massachusetts.&nbsp; Further, the parties hereby specifically
waive and hereby acknowledge that the parties are estopped from raising any
claim that any such court lacks personal jurisdiction over such party so as to
prohibit either such court from adjudicating any issues raised in a complaint
filed with any such court against the Borrower or the Lenders concerning this
Agreement.</p>



<p><b>9.15</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Waiver
of Jury Trial</u></b>.&nbsp; Each of the
Agent, the Lenders and the Borrower hereby knowingly, voluntarily and
intentionally waive any rights they may have to a trial by jury in respect of
any litigation based hereon, or arising out of, under, or in connection with,
this Agreement or any other Loan Document, or any course of conduct, course of
dealing, statements (whether verbal or written) or actions of the Agent, the
Lenders or the Borrower relating hereto or thereto. Except as prohibited by law, the Borrower hereby
waives any right it may have to claim or recover in any litigation any special,
exemplary, punitive or consequential damages or any damages other than, or in
addition to, actual damages.&nbsp;The Borrower acknowledges and agrees that it
has received full and sufficient consideration for this provision (and each
other provision of each other Loan Document to which it is a party) and that
this provision is a material inducement for the Lenders to enter into this
Agreement and each such other Loan Document.</p>



<p><b>9.16</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Indemnity</u></b>. &nbsp;The Borrower hereby agrees to indemnify the Agent, the Lenders and
each of their respective directors, officers, employees, attorneys, agents and
Affiliates against, and hold each of them harmless from, any loss, liabilities,
damages, claims, and reasonable costs and expenses, joint or several (including
reasonable attorneys' fees and disbursements reasonably incurred by any such
Person in connection with the preparation for or defense of any pending or
threatened claim, action or proceeding), suffered or incurred by any of them
under any applicable federal or state law or otherwise caused by, arising out
of, resulting from or in any manner connected with, the execution, delivery and
performance of each of the Loan Documents, the Loans and any and all
transactions related to or consummated in connection with the Loans.&nbsp; The indemnity set forth in this Section 9.16
shall be in addition to any other obligations or liabilities of the Borrower to
the Agents or the Lenders, or at common law or otherwise.&nbsp; The provisions of this Section 9.16 shall
survive the payment of the Bank Indebtedness and the termination of this
Agreement.&nbsp; The foregoing provisions of
this Section 9.16 to the contrary notwithstanding, the Borrower shall not be obligated
to indemnify the Agent, or any Lender pursuant to this Section 9.16 for (i) any
losses, liabilities, damages, claims or costs suffered or incurred by any of
them in connection with the administrative transfer of funds in connection with
this Agreement and which arise directly from the Agent's or such Lender's gross
negligence or willful misconduct, or (ii) any other losses, liabilities,
damages, claims, or costs which arise directly from the Agent's, or such
Lender's gross negligence or willful misconduct.&nbsp; All amounts owed pursuant to this Section 9.16 shall be part of
the Bank Indebtedness.</p>



<p><b>9.17</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Counterparts</u></b>.&nbsp; This
Agreement and any amendment, modification, extension or renewal hereto or
hereof may be executed in several counterparts and by each party on a separate
counterpart, each of which, when so executed and delivered, shall be an
original, but all of which together shall constitute but one and the same
instrument.&nbsp; In proving this Agreement
or any amendment, modification, extension or renewal, it shall not be necessary
to produce or account for more than one such counterpart signed by the other
party against whom enforcement is sought.</p>



<p><b>9.18</b>&nbsp;&nbsp;&nbsp;&nbsp; <b><u>R</u></b><b><u>eplacement of Note</u>.&nbsp; </b>Upon
receipt of an affidavit of an officer of any Lender or the Agent (including an
indemnification agreement reasonably satisfactory to the Borrower) as to the
loss, theft, destruction or mutilation of any Note or any other Loan Document
which is not of public record, and, in the case of any such loss, theft,
destruction or mutilation, upon surrender and cancellation of such Note or
other Loan Document, the Borrower will issue, in lieu thereof, a replacement
Note or other Loan Document in the same principal amount thereof and otherwise
of like tenor.</p>

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<div>

<p><b>IN WITNESS WHEREOF</b>, the parties hereto,
intending to be legally bound hereby, </p>

<p>have caused this Credit Agreement to be executed
by their respective officers thereunto duly authorized as of the date first
written above.</p>



<p>&nbsp; <b>NUI
CORPORATION</b></p>



<p>By:<u>&nbsp; /s/&nbsp;
A. MARK ABRAMOVIC&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
 </u>Name:&nbsp; A. Mark Abramovic<br>
 Title:&nbsp;&nbsp;&nbsp; Sr. Vice President</p>







<p> By:<u>&nbsp; /s/&nbsp;
CHARLES N. GARBER&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
 </u> Name:&nbsp;&nbsp; Charles N. Garber<br>
 Title:&nbsp;&nbsp;&nbsp;&nbsp; Treasurer</p>







<p><b>FLEET
NATIONAL BANK</b>,<br>
in its
capacity as the Agent hereunder</p>



<p>By:<u>&nbsp; /s/&nbsp;
CHARU MANI&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
 </u>Name:&nbsp; Charu Mani<br>
Title:&nbsp;&nbsp;&nbsp; Vice President</p>

<p><u>&nbsp;</u></p>

</div><br clear=all>


<div>

<p><b>IN
WITNESS WHEREOF</b>, intending to be legally bound hereby,
the undersigned Lender has caused this Credit Agreement by and among <b>NUI
CORPORATION, THE LENDERS PARTY HERETO</b> and <b>FLEET NATIONAL BANK</b>,
as Agent, to be executed by its duly authorized officers as of the date first
above written.</p>



<p>Commitment:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<b>FLEET NATIONAL BANK<br>
</b>$9,871,794.90</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By:<u>&nbsp; /s/&nbsp;
CHARU MANI&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
 </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Name:&nbsp; Charu Mani<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title:&nbsp;&nbsp;&nbsp; Vice President</p>









</div><br clear=all>


<div>



<p><b>IN
WITNESS WHEREOF</b>, intending to be legally bound hereby,
the undersigned Lender has caused this Credit Agreement by and among <b>NUI
CORPORATION, THE LENDERS PARTY HERETO</b> and <b>FLEET NATIONAL BANK</b>,
as Agent, to be executed by its duly authorized officers as of the date first
above written.</p>



<p>Commitment:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>CITIZENS BANK</b>
<b>OF MASSACHUSETTS<br>
</b>$8,461,538.50</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By:<u>&nbsp; /s/&nbsp;
MICHAEL OUELLET&nbsp;<br>
 </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:&nbsp; Michael Ouellet<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:&nbsp;&nbsp;&nbsp; Vice President</p>









</div><br clear=all>


<div>



<p><b>IN
WITNESS WHEREOF</b>, intending to be legally bound hereby, the
undersigned Lender has caused this Credit Agreement by and among <b>NUI
CORPORATION, THE LENDERS PARTY HERETO</b> and <b>FLEET NATIONAL BANK</b>,
as Agent, to be executed by its duly authorized officers as of the date first
above written.</p>



<p>Commitment:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>CIBC
INC.<br>
</b>$8,461,538.50&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; By:<u>
/s/&nbsp; MARYBETH ROSS&nbsp;<br>
 </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Name:&nbsp; MaryBeth Ross<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title:&nbsp;&nbsp;&nbsp; Authorized Signatory</p>









</div><br clear=all>


<div>

<p><b>IN
WITNESS WHEREOF</b>, intending to be legally bound hereby,
the undersigned Lender has caused this Credit Agreement by and among <b>NUI CORPORATION,
THE LENDERS PARTY HERETO</b> and <b>FLEET NATIONAL BANK</b>,
as Agent, to be executed by its duly authorized officers as of the date first
above written.</p>



<p>Commitment:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>PNC BANK, NATIONAL
ASSOCIATION<br>
</b>$8,461,538.50</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; By:<u>&nbsp; /s/&nbsp;
MICHAEL RICHARDS&nbsp;&nbsp;&nbsp;<br>
 </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Name:&nbsp;&nbsp; Michael Richards<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title:&nbsp;&nbsp;&nbsp;&nbsp; Vice President</p>









</div><br clear=all>


<div>



<p><b>IN
WITNESS WHEREOF</b>, intending to be legally bound hereby,
the undersigned Lender has caused this Credit Agreement by and among <b>NUI
CORPORATION, THE LENDERS PARTY HERETO</b> and <b>FLEET NATIONAL BANK</b>,
as Agent, to be executed by its duly authorized officers as of the date first
above written.</p>



<p>Commitment:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<b>MELLON BANK, N.A.<br>
</b>$2,820,512.80</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; By:<u>&nbsp; /s/&nbsp;
ROGER N. STANIER&nbsp;&nbsp;&nbsp;<br>
 </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Name:&nbsp; Roger N. Stanier<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title:&nbsp;&nbsp;&nbsp; Vice President</p>



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