Frank, 

Here is NUI's response to your comments on their guaranty.  Please let me 
know your comments on their response.

Stacy
----- Forwarded by Stacy E Dickson/HOU/ECT on 03/30/2001 01:37 PM -----

	Paul Chymiy <pchymiy@NUI.com>
	03/30/2001 10:35 AM
		 
		 To: "'Stacy.E.Dickson@enron.com'" <Stacy.E.Dickson@enron.com>
		 cc: Mark.Breese@enron.com, Brian Rose <brose@NUI.com>, Jennifer Forno 
<jforno@NUI.com>, Laura DiBenedetto <ldibenedetto@NUI.com>, Terri Sue Gross 
<tgross@NUI.com>
		 Subject: RE: Master Firm Purchase/Sale Agreement


Stacy -
 Attached please find NUI Utilities' comments on the Master
Agreement.  Also attached is NUI's form of Guaranty that has been reviewed
by Enron and will replace Exhibit D (it also contains some comments that I
have made in response to Enron's comments).  I understand that a revised
Transaction Agreement will be forthcoming from Enron.  Also, please be
advised that we have not yet seen a draft IDSA Confirmation between NUI
Energy Brokers and Enron.  It is our intention to execute all documents
simultaneously.  If you have any questions, please e-mail or call me at
908-719-4228.  Thank you.
  <<NUI Utilities - ENA K 3-30-01.doc>>  <<enron.nuicorp.guaranty
3-30-01.doc>>
Paul

> ----------
> From:  Stacy.E.Dickson@enron.com[SMTP:Stacy.E.Dickson@enron.com]
> Sent:  Thursday, March 29, 2001 3:35 PM
> To:  jpuzio@nui.com; pchymiy@nui.com
> Cc:  Mark.Breese@enron.com
> Subject:  Master Firm Purchase/Sale Agreement
>
> <<File: Elizabethtown Gas.doc>>
> Attached please find the above-referenced agreement for your review.
> Should you have any questions or comments, please contact me at (713)
> 853-5705.
>
> Sincerely,
>
> Stacy Dickson
>
> (See attached file: Elizabethtown Gas.doc)
>

 - NUI Utilities - ENA K 3-30-01.doc
 - enron.nuicorp.guaranty 3-30-01.doc