Nui Corp /Nj/ Sample Contracts

EXECUTION COPY AGREEMENT AND PLAN OF MERGER
Merger Agreement • July 15th, 2004 • Nui Corp /Nj/ • Gas & other services combined • New York
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UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • March 20th, 2002 • Nui Corp /Nj/ • Gas & other services combined • New York
and
Rights Agreement • March 6th, 2001 • Nui Holding Co • Electric services • New Jersey
FIRST AMENDMENT
Rights Agreement • March 2nd, 2001 • Nui Holding Co • Electric services • New Jersey
AGREEMENT
Credit Agreement • September 30th, 2004 • Nui Corp /Nj/ • Gas & other services combined • New York
Dated as of
Credit Agreement • November 26th, 2003 • Nui Corp /Nj/ • Gas & other services combined
among
Revolving Credit Agreement • October 14th, 2003 • Nui Corp /Nj/ • Gas & other services combined • New York
Dated as of
Credit Agreement • September 30th, 2004 • Nui Corp /Nj/ • Gas & other services combined
JOINT FILING AGREEMENT
Joint Filing Agreement • January 10th, 2005 • Nui Corp /Nj/ • Gas & other services combined
NUI Corporation $5,000,000 6.60% Senior Notes, Series A, due August 20, 2006 $15,000,000 6.884% Senior Notes, Series B, due August 20, 2008 $7,000,000 6.884% Senior Notes, Series C, due August 20, 2011 and $33,000,000 7.29% Senior Notes, Series D, due...
Note Purchase Agreement • February 14th, 2003 • Nui Corp /Nj/ • Gas & other services combined • New York

NUI Corporation, a New Jersey corporation (the "Company"), agrees with the Purchasers listed in the attached Schedule A as follows:

AGREEMENT AND GENERAL RELEASE
General Release Agreement • May 13th, 2004 • Nui Corp /Nj/ • Gas & other services combined • New Jersey

This Agreement and General Release is made and entered into this 27th day of January, 2004, by and between A. Mark Abramovic (hereinafter referred to as "Employee") and NUI Corporation, and each of its predecessors, successors, parent corporations, subsidiaries, affiliates, operating divisions and each of their employees, stockholders, officers and directors (hereinafter collectively referred to as the "Company").

AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NUI CORPORATION, VGC ACQUISITION, INC. AND VIRGINIA GAS COMPANY Dated as of March 28, 2001
Agreement and Plan of Reorganization • December 21st, 2001 • Nui Corp /Nj/ • Electric services • Delaware
FT SERVICE AGREEMENT
Ft Service Agreement • December 21st, 2001 • Nui Corp /Nj/ • Electric services • Delaware

THIS AGREEMENT entered into this 1st day of May, 2000, by and between Eastern Shore Natural Gas Company, a corporation of the State of Delaware (herein called "Seller"), and NUI Corporation (herein called "Buyer").

SEVERANCE AGREEMENT
Severance Agreement • May 13th, 2004 • Nui Corp /Nj/ • Gas & other services combined • New Jersey

This Severance Agreement is made and entered into this 25th day of September, 2003, by and between John Kean, Jr. ("Employee") and NUI Corporation ("NUI") and any of its predecessors, successors, parent corporations, subsidiaries, affiliates, operating divisions, and each of their employees, stockholders, officers and directors (sometimes collectively referred to as the "Company").

AMENDMENT NO. 2 TO CREDIT AGREEMENT (NUI UTILITIES)
Credit Agreement • May 13th, 2004 • Nui Corp /Nj/ • Gas & other services combined • New York

AMENDMENT NO. 2 TO Credit Agreement (NUI UTILITIES), dated as of May 10, 2004 (this "Amendment"), among NUI Utilities Inc., a New Jersey Corporation (the "Borrower"), the several banks and other financial institutions from time to time party hereto and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as administrative agent (in such capacity, the "Agent").

SECURITY AGREEMENT
Security Agreement • September 30th, 2004 • Nui Corp /Nj/ • Gas & other services combined • New York
AGREEMENT and RELEASE
Severance Agreement • May 13th, 2004 • Nui Corp /Nj/ • Gas & other services combined • New Jersey

This Agreement is made and entered into by and between Robert F. Lurie (the "Employee") and NUI Corporation (hereinafter "NUI") and any of its predecessors, successors, parent corporations, subsidiaries, affiliates, operating divisions and each of its employees, stockholders, officers and directors (hereinafter collectively referred to as the "Company").

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 15th, 2003 • Nui Corp /Nj/ • Gas & other services combined • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is executed as of March 31, 2003, effective (unless otherwise indicated) as of March 31, 2003, by and among NUI CORPORATION, a New Jersey corporation (the "Borrower"); the lenders from time to time parties thereto (collectively, the "Lenders" and each individually, a "Lender"); FLEET NATIONAL BANK, as Agent for the Lenders (in such capacity, with its successors and assigns, the "Agent"); CITIZENS BANK OF MASSACHUSETTS and CIBC INC., as Co-Syndication Agents; and PNC BANK, NATIONAL ASSOCIATION, as Documentation Agent.

SERVICE AGREEMENT FOR RATE SCHEDULE FT-1
Service Agreement • December 31st, 2002 • Nui Corp /Nj/ • Gas & other services combined

This Service Agreement, made and entered into this 27th day of March, 2002, by and between TEXAS EASTERN TRANSMISSION, LP, a Delaware Limited Partnership (herein called "Pipeline") and NUI Utilities, Inc. (herein called "Customer", whether one or more),

Contract
Credit Agreement • February 14th, 2003 • Nui Corp /Nj/ • Gas & other services combined

RE: Credit Agreement among NUI Corporation ("NUI Corporation"), Fleet National Bank, as Agent, PNC Bank, National Association, as Syndication Agent, First Union National Bank, as Documentation Agent, and others, dated as of December 19, 2001 (the "NUI Corporation Credit Agreement")

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GAS SUPPLY AGREEMENT
Gas Supply Agreement • May 13th, 2004 • Nui Corp /Nj/ • Gas & other services combined

This Gas Supply Agreement ("Gas Supply Agreement") is made and entered into this 7th day of April, 2004, by and between NUI UTILITIES, INC. ("NUIU"), a New Jersey corporation, with its principal place of business located at One Elizabethtown Plaza, Union, New Jersey, 07087 and Cinergy Marketing & Trading, LP ("Seller") with its principal place of business located at 1100 Louisiana Street, Suite 4900, Houston, TX 77002 (each sometimes referred to individually as "Party" and collectively as "Parties").

CONFORMED COPIES ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION By and Among NUI CORPORATION, NUI TELECOM, INC., NORCOM ACQUISITION, L.L.C., NORCOM, INC. And STOCKHOLDERS OF NORCOM, INC. NAMED HEREIN Dated as of March 1, 2002 ASSET PURCHASE...
Asset Purchase Agreement • December 31st, 2002 • Nui Corp /Nj/ • Gas & other services combined

ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") dated as of March 1, 2002, by and among NUI Corporation, a New Jersey corporation ("NUI"), Norcom Acquisition, LLC, a New Jersey limited liability company (the "Buyer"), NUI Telecom, Inc., a New Jersey corporation ("NUI Telecom") and first tier subsidiary of NUI Capital Corp. ("NUI Capital"), Norcom, Inc., a Florida corporation (the Seller") and the stockholders of the Seller named herein (the "Stockholders").

AGREEMENT AND GENERAL RELEASE
General Release Agreement • May 13th, 2004 • Nui Corp /Nj/ • Gas & other services combined • New Jersey

This Agreement and General Release is made and entered into this 1st day of October, 2003, by and between Michael J. Behan (hereinafter, referred to as "Employee") and NUI Corporation (hereinafter "NUI") and any of its predecessors, successors, parent corporations, subsidiaries, affiliates, operating divisions, and each of their employees, stockholders, officers and directors (hereinafter, collectively referred to as the "Company").

NUI Corporation First Amendment and Waiver Dated as of February 20, 2003 to Note Purchase Agreement Dated as of August 20, 2001 Re: $5,000,000 6.60% Senior Notes, Series A, due August 20, 2006 $15,000,000 6.884% Senior Notes, Series B, due August 20,...
Note Purchase Agreement • May 15th, 2003 • Nui Corp /Nj/ • Gas & other services combined • New York

This First Amendment and Waiver dated as of February 20, 2003 (the or this "First Amendment") to the Note Purchase Agreement dated as of August 20, 2001 is among the undersigned, NUI Corporation, a New Jersey corporation (the "Company"), and each of the institutions which is a signatory to this First Amendment (collectively, the Noteholders").

NUI Corporation Second Amendment Dated as of April 1, 2003 to Note Purchase Agreement Dated as of August 20, 2001 Re: $5,000,000 6.60% Senior Notes, Series A, due August 20, 2006 $15,000,000 6.884% Senior Notes, Series B, due August 20, 2008...
Note Purchase Agreement • May 15th, 2003 • Nui Corp /Nj/ • Gas & other services combined • New York

This Second Amendment dated as of April 1, 2003 (the or this "Second Amendment") to the Note Purchase Agreement dated as of August 20, 2001 is among the undersigned, NUI Corporation, a New Jersey corporation (the "Company"), and each of the institutions which is a signatory to this Second Amendment (collectively, the Noteholders").

AMENDMENT NO. 2 TO CREDIT AGREEMENT (NUI CORPORATION)
Credit Agreement • May 13th, 2004 • Nui Corp /Nj/ • Gas & other services combined • New York

AMENDMENT NO. 2 TO Credit Agreement (NUI CORPORATION), dated as of May 10, 2004 (this "Amendment"), among NUI CORPORATION, a New Jersey Corporation (the "Borrower"), the several banks and other financial institutions from time to time party hereto and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as administrative agent (in such capacity, the "Agent").

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 14th, 2003 • Nui Corp /Nj/ • Gas & other services combined • New Jersey

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of November 13, 2002, by and among NUI CORPORATION, a New Jersey corporation (the "Borrower"); the lenders from time to time parties thereto (collectively, the "Lenders" and each individually, a "Lender"); FLEET NATIONAL BANK, as Agent for the Lenders (in such capacity, with its successors and assigns, the "Agent"); PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent (in such capacity, with its successors and assigns, the "Syndication Agent"); and FIRST UNION NATIONAL BANK, as Documentation Agent (in such capacity, with its successors and assigns, the "Documentation Agent").

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 14th, 2003 • Nui Corp /Nj/ • Gas & other services combined • New Jersey

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is executed as of August 11, 2003 by and among NUI UTILITIES, INC., a New Jersey corporation (the "Borrower"); the lenders from time to time parties thereto (collectively, the "Lenders" and each individually, a "Lender"); FLEET NATIONAL BANK, as Agent for the Lenders (in such capacity, with its successors and assigns, the "Agent"); CITIZENS BANK OF MASSACHUSETTS and CIBC INC., as Co-Syndication Agents; and PNC BANK, NATIONAL ASSOCIATION, as Documentation Agent.

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 31st, 2002 • Nui Corp /Nj/ • Gas & other services combined • New Jersey

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

Contract
Credit Agreement • February 14th, 2003 • Nui Corp /Nj/ • Gas & other services combined

RE: Credit Agreement among NUI Corporation ("NUI Corporation"), Fleet National Bank, as Agent, PNC Bank, National Association, as Syndication Agent, First Union National Bank, as Documentation Agent, and others, dated as of December 19, 2001 (the "NUI Corporation Credit Agreement")

GAS SUPPLY ASSET ASSIGNMENT AND AGENCY AGREEMENT
Gas Supply Asset Assignment and Agency Agreement • May 13th, 2004 • Nui Corp /Nj/ • Gas & other services combined • New York

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

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