FW: NUI Corp

----- Forwarded by Stacy E Dickson/HOU/ECT on 04/02/2001 05:28 PM -----

Tanya Rohauer/ENRON@enronXgate
04/02/2001 05:27 PM

To: Stacy E Dickson/HOU/ECT@ECT, Travis McCullough/HOU/ECT@ECT
cc: Mark Breese/HOU/ECT@ECT
Subject: FW: NUI Corp

The specific sections we need to include are as follows:

Article III
3.1, 3.2, 3.3, 3.4, 3.5, 3.6

Article IV
4.2, 4.10, 4.11

Article V
5.1, 5.2, 5.3, 5.5, 5.6, 5.9, 5.10,

Article VI
6.1, 6.1a, 6.1b

Articel VII
All

-----Original Message-----
From: Rohauer, Tanya
Sent: Monday, April 02, 2001 1:34 PM
To: Dickson, Stacy; McCullough, Travis
Cc: Breese, Mark
Subject: NUI Corp

To prepare the confirmation for this deal, we need to make a few changes to
the standard form:

1. Incorporate the revolver document Articles 3-7 by reference that I
forwarded earlier. I think this is the easiest way. We will need to make the
appropriate modifications to change for our transaction type. Laura Falk at
the company should be able to provide us with whatever information we need
(name of agreement, parties to, etc). She can be reached at 908-719-4242.
Since NUI must already comply with all of this for the bank, it should not be
too burdensome for them. If they push back, I have marked the specific
sections that we need to include at a minimum.

2. We need to delete the reference to the collateral threshold and
requirement to post performance assurance in the Master.

3. Do we need to do anything about the fact that in some cases we have
redundant and perhaps conflicting defaults/remedies? Or can we just state
that anything we incorpoarate from the revolver document supercedes the
Master, if applicable?

Can you think of anything else that I am missing?

Mark, please send me the updated model.

Call me if you have questions.

Thanks,
Tanya