Common use of Conditions Precedent to the Initial Extensions of Credit Under the Commitments Clause in Contracts

Conditions Precedent to the Initial Extensions of Credit Under the Commitments. 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: (i) Receipt by the Agent on behalf of each Lender of a counterpart original of this Agreement executed by the other Lenders and the Borrower. (ii) Receipt by the Agent on behalf of each Lender of a Note, substantially in the form of Exhibit "B" attached hereto, made payable to such Lender in the amount of such Lender's Commitment and otherwise properly completed and executed by the Borrower. (iii) Receipt by the Agent of a certified copy (certified by the appropriate governmental official) of the Borrower's Certificate of Incorporation which certification is dated not more than 30 days prior to the Closing. (iv) 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 as to (A) the By-Laws of the Borrower 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, and (C) the names of the officers of the Borrower authorized to sign this Agreement, the Notes and all supplemental documentation, and which contains a true signature of each such officer. (v) 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. (vi) 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 Exhibit "G" hereto. (vii) 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. (viii) Receipt by the Agent on behalf of each Lender of a signed favorable opinion of Xxxxx Xxx Xxxx, general counsel to the Borrower, dated as of the Closing Date and in form and substance satisfactory to Agent and its counsel as to the matters set forth on Exhibit "E" attached hereto. (ix) The representations and warranties of the Borrower contained in Article III and in the other Loan Documents executed and delivered by the Borrower 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 shall have performed, observed and complied with all covenants and conditions hereof and contained in the other Loan Documents; no Event of Default or Potential Default under this Agreement shall have occurred and be continuing or shall exist; except as disclosed in NUI Corporation'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. (x) 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. (xi) The NUI Corporation Credit Agreement shall be in full force and effect, providing for a "Total Commitment" thereunder of not less than $38,076,923.10 and all amounts owing to the Lenders under the "Existing Credit Agreement" as defined in the NUI Corporation 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 "Existing Credit Agreement" of NUI Corporation shall have been terminated. (xii) The Senior Credit Agreement shall be in full force and effect, providing for a "Total Commitment" thereunder of not less than $96,923,076.90; and 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. (xiii) Receipt by the Agent of a copy of the fully executed Agency Services Agreement among NUI Corporation and its Subsidiaries (including the Borrower), effective on or prior to the Closing Date, in form and substance acceptable to the Agent and its counsel (the "Agency Services Agreement").

Conditions Precedent to the Initial Extensions of Credit Under the Commitments. 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: (i) Receipt by the Agent on behalf of each Lender of a counterpart original of this Agreement executed by the other Lenders and the Borrower, as applicable. (ii) Receipt by the Agent on behalf of each requesting Lender of a Note, substantially in the form of Exhibit "B" attached heretopromissory note pursuant to Section 2.1c.(e), made payable to such Lender in the amount of such Lender's Commitment and otherwise properly completed and executed by the Borrower. (iii) [Intentionally Omitted]. (iv) [Intentionally Omitted]. (v) Receipt by the Agent of a certified copy (certified by the appropriate governmental official) of the Borrower's Certificate of Incorporation which certification is dated not more than 30 days prior to the Closing. (ivvi) 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 as to (A) the By-Laws of the Borrower 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, Agreement and all documents supplemental hereto, and (C) the names of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes other Loan Documents and all supplemental documentation, and which contains a true signature of each such officer. (vvii) 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. (viviii) 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 Exhibit "G" I hereto. (viiix) 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. (viiix) Receipt by the Agent on behalf of each Lender of a signed favorable opinion of Xxxxx Xxx Xxxxof (a) James Van Horn, general counsel to the Borrower and (b) White & Xxxx XXX, xpecial counsel for the Borrower, in each case, dated as of the Closing Date and in form and substance reasonably satisfactory to Agent and its counsel as to the matters set forth on Exhibit "E" attached heretocounsel. (ixxi) The representations and warranties of the Borrower contained in Article III and in the other Loan Documents executed and delivered by the Borrower 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 shall have performed, observed and complied with all covenants and conditions hereof and contained in the other Loan Documents; no Event of Default or Potential Default under this Agreement shall have occurred and be continuing or shall exist; except as disclosed in NUI Corporation's Form 10-K filed on December 31, 2002 with , Form 10-Qs filed on February 14, 2003, May 15, 2003, and August 14, 2003 and Current Reports on Form 8-K filed on July 22, 2003, July 31, 2002, September 26, 2003, October 14, 2003 and November 19, 2003 or the Securities and Exchange CommissionConfidential Information Memorandum, no nothing has occurred that has had a Material Adverse Change shall have occurredEffect; 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. (xxii) 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. (xixiii) The NUI Corporation Credit Agreement shall be in full force and effect, providing for a "Total Commitment" thereunder of not less than $38,076,923.10 and all amounts owing to the Lenders under the "Existing Credit Agreement" and "Existing Senior Notes" as defined in the NUI Corporation 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 "Existing Credit Agreement" and "Existing Senior Notes" of NUI Corporation shall have been terminated. (xii) The Senior Credit Agreement shall be in full force and effect, providing for a "Total Commitment" thereunder of not less than $96,923,076.90; and 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. (xiii) Receipt by the Agent of a copy of the fully executed Agency Services Agreement among NUI Corporation and its Subsidiaries (including the Borrower), effective on or prior to the Closing Date, in form and substance acceptable to the Agent and its counsel (the "Agency Services Agreement").

Conditions Precedent to the Initial Extensions of Credit Under the Commitments. 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: (i) Receipt by the Agent on behalf of each Lender of a counterpart original of this Agreement executed by the other Lenders and the Borrower. (ii) Receipt by the Agent on behalf of each Lender of a Note, substantially in the form of Exhibit "B" 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. (iii) Receipt by the Agent of the Guaranty Agreement executed by a duly authorized officer of each Guarantor thereunder, with a counterpart for each Lender. (iv) 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 Incorporation, or other like constituent document, which certification is dated not more than 30 days prior to the Closing. (ivv) 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 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 (CD) the names of the officers of the Borrower and each Guarantor authorized to sign this Agreement, the Notes Loan Documents to which each such party is a party and all supplemental documentation, and which contains a true signature of each such officer. (vvi) 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. (vivii) 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 Exhibit "GJ" hereto. (viiviii) 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. (viiiix) Receipt by the Agent on behalf of each Lender of a signed favorable opinion of Xxxxx Xxx Xxxx, general counsel to the BorrowerBorrower 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 Exhibit "EG" attached hereto. (ixx) 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 the Borrower 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 and, the Borrower and each Guarantor shall have performed, observed and complied with all covenants and conditions hereof and contained in the other Loan DocumentsDocuments 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 NUI Corporationthe 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. (xxi) 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. (xixii) The NUI Corporation Credit Agreement shall be in full force and effect, providing for a "Total Commitment" thereunder of not less than $38,076,923.10 and all amounts owing to the Lenders under the "Existing Credit Agreement" as defined in the NUI Corporation Credit Agreement shall have been, or shall be concurrently with the making All of the first loans thereunderBorrower's audited financial statements and Compliance Certificates for the fiscal years ended September 30, repaid in full 2001 and all commitments September 30, 2002 required under such "Existing Credit Agreement" of NUI Corporation Sections 4.2(ii) and 4.2(iii) shall have been terminatedprovided to the Lenders. (xiixiii) The Senior Credit Agreement shall be in full force and effect, providing for a "Total Commitment" thereunder of not less than $96,923,076.90; and all 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. (xiiixiv) Receipt by The NUI Utilities Credit Agreement shall be in full force and effect, providing for a "Total Commitment" thereunder of not less than $96,923,076.90, and all amounts owing to the Agent of a copy lenders under the "Existing Credit Agreement" as defined in the NUI Utilities Credit Agreement shall have been, or shall be concurrently with the making of the fully executed Agency Services Agreement among first loans thereunder, repaid in full and all commitments under such "Existing Credit Agreement" of NUI Corporation and its Subsidiaries (including the Borrower), effective on or prior to the Closing Date, in form and substance acceptable to the Agent and its counsel (the "Agency Services Agreement")Utilities shall have been terminated.

Conditions Precedent to the Initial Extensions of Credit Under the Commitments. 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: (i) Receipt by the Agent on behalf of each Lender of a counterpart original of this Agreement executed by the other Lenders and the Borrower. (ii) Receipt by the Agent on behalf of each Lender of a Note, substantially in the form of Exhibit "B" 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. (iii) Receipt by the Agent of a certified copy (certified by the appropriate governmental official) of the Borrower's Certificate of Incorporation which certification is dated not more than 30 days prior to the Closing. (iv) 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 as to (A) the By-Laws of the Borrower 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, and (C) the names of the officers of the Borrower authorized to sign this Agreement, the Notes and all supplemental documentation, and which contains a true signature of each such officer. (v) 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. (vi) 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 Exhibit "GI" hereto. (vii) 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. (viii) Receipt by the Agent on behalf of each Lender of a signed favorable opinion of Xxxxx Xxx Xxxx, general counsel to the Borrower, dated as of the Closing Date and in form and substance satisfactory to Agent and its counsel as to the matters set forth on Exhibit "EG" attached hereto. (ix) The representations and warranties of the Borrower contained in Article III and in the other Loan Documents executed and delivered by the Borrower 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 shall have performed, observed and complied with all covenants and conditions hereof and contained in the other Loan Documents; no Event of Default or Potential Default under this Agreement shall have occurred and be continuing or shall exist; except as disclosed in NUI Corporation'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. (x) 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. (xi) The NUI Corporation Credit Agreement shall be in full force and effect, providing for a "Total Commitment" thereunder of not less than $38,076,923.10 and all amounts owing to the Lenders under the "Existing Credit Agreement" as defined in the NUI Corporation 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 "Existing Credit Agreement" of NUI Corporation shall have been terminated. (xii) The Senior Credit Agreement shall be in full force and effect, providing for a "Total Commitment" thereunder of not less than $96,923,076.90; and all 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 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. (xiii) The Borrower shall have entered into a loan agreement providing for the Additional Bank Line available to the Borrower in a principal amount of $45,000,000, and such loan agreement shall be in full force and effect. (xiv) Receipt by the Agent of a copy of the fully executed Agency Services Agreement among NUI Corporation and its Subsidiaries (including the Borrower), effective on or prior to the Closing Date, in form and substance acceptable to the Agent and its counsel (the "Agency Services Agreement").