Sara, 

Number 3 concerns the swap piece of this deal.

Stacy
----- Forwarded by Stacy E Dickson/HOU/ECT on 04/16/2001 10:38 AM -----

	Paul Chymiy <pchymiy@NUI.com>
	04/16/2001 09:44 AM
		 
		 To: Stacy.E.Dickson@enron.com, Mark.Breese@enron.com
		 cc: Brian Rose <brose@NUI.com>, Jennifer Forno <jforno@NUI.com>, Laura 
DiBenedetto <ldibenedetto@NUI.com>, Terri Sue Gross <tgross@NUI.com>
		 Subject: NUI Agreements


 I though it might be helpful to review where we stand on the various
agreements:

 1. Enfolio Agreement between NUI Utilities and ENA - The version
(including all Exhibits) that Stacy sent on April 11 (5:23 p.m.) is the
final and is acceptable.  I have asked Terri Sue to forward NUI's Notice
Information (Exhibit A) to Stacy.  Stacy, upon receipt, can you please
generate the final agreement?
 2. Physical Transaction Agreement - I need to review Section 4 with
Bob Lurie who will be back in the office tomorrow.
 3. April Transaction Confirmation Letter - Stacy, this letter should
be addressed to Thomas E. Smith, Director, Energy Planning (who signed the
Confirmation).  Also, please confirm that the Exhibits are NUI Confirmation
Nos. 31060 and 46669.
 3. Swap Transaction Agreements - I am attaching a revised version of
the Transaction Agreement and Exhibit for Swap V09140.4 from Enron's review.
As Mark and I discussed, NUI Corporation, not NUI Utilities, will be the
Guarantor. In addition, I have modified the form of Guaranty to make it
clear that it only applies to these two Swaps; this is similar to what Enron
had agreed to when we were contemplating an NUI Corp. Guaranty for the
Enfolio Agreement.  I have made this change to the Guaranty because I am not
satisfied that the discussion within the Confirmation that purports to limit
the scope of the Guaranty is sufficient.  I think the limitations need to be
set forth within the four corners of the Guaranty itself.   If acceptable,
the same changes should be made to the Transaction Agreement and Exhibit for
Swap V09140.5.
 <<ENA Swap Confirm Red 4-16-01.doc>>

 - ENA Swap Confirm Red 4-16-01.doc