Provided, any proposed substitute lending institution, which is not a Lender prior to the Borrower’s selection thereof, must be acceptable to the Agent, whose consent shall not be unreasonably withheld, and provided, further that all of the provisions of Section 9.6 (with respect to any Lender) and Section 8.11 (if the affected Lender is the Agent) must be complied with.

         2.8  Loan Repayment.  Each repayment of the Loans (other than Swingline Loans) shall be in the minimum amount of $5,000,000, in the aggregate, or an integral multiple of $100,000 thereof, or such lesser amount as is actually outstanding thereunder. The Borrower, upon (i) oral or written notice to Agent by 11:00 A.M. (eastern time) on the day of the proposed repayment, in the case of Loans bearing interest at the Base Rate or (ii) three Business Days’ prior oral or written notice to the Agent, in the case of Loans bearing interest at the Adjusted Euro-Rate, followed immediately thereafter by the Borrower’s written confirmation to the Agent of any oral notice, may repay the outstanding amount of the Loans in whole or in part with accrued interest, fees and other amounts then due and payable on the amount repaid to the date of such repayment, subject to the payment of any additional amounts under Section 2.9 below. The Borrower may prepay any Portion of the Loans bearing interest at the Base Rate without premium or penalty.

         Any repayment of the Loans shall increase, by the amount of that repayment, the unborrowed balance of the Commitment; it being contemplated that the Borrower may repay and reborrow from time-to-time under the Commitment until the Termination Date. All Loans outstanding on the Termination Date shall become due and payable in full on such date.

         2.9  Additional Payments by the Borrower.  If (i) the Borrower shall fail to make any payment due hereunder on the due date thereof, (ii) the Borrower shall make a payment, prepayment or conversion of any Euro-Rate Portion of the Loans on a day other than the last day of the applicable Interest Period, (iii) the Borrower shall convert any Portion to the Base Rate Option from another Option pursuant to subsection 2.2d on a day other than the last day of the relevant Interest Period, or (iv) the Borrower shall fail on the date specified therefor to consummate any borrowing, conversion or renewal after giving a request for a Disbursement or notice of conversion or renewal, and, as a result of any such action or inaction, a Lender reasonably incurs any losses and expenses which it would not have incurred but for such action or inaction, the Borrower shall pay such additional amounts as will compensate the affected Lender for such losses and expenses, including the cost of reemployment of any funds prepaid at rates lower than the cost to the affected Lender of such funds. Such losses and expenses, which the affected Lender shall exercise reasonable efforts to minimize, shall be specified in writing (setting forth, in reasonable detail, the basis of calculation) to the Borrower by the affected Lender, which writing shall be prima facie evidence of the amounts set forth therein, and such amounts shall be payable within 30 days of demand therefor.

         2.10  Voluntary Reduction of Availability.  At any time and from time to time upon no less than three Business Days prior written notice to the Agent, the Borrower may terminate, in whole or in part, without penalty, the then unused portion of the Commitments, thereby causing a corresponding abatement of the Facility Fee with respect to the pro rata share so reduced. Each such reduction shall be in a minimum principal amount of $5,000,000 or in integral multiples thereof. The Facility Fee shall cease to accrue with respect to any unused portion of the commitments so terminated on either (i) the date five Business Days after receipt of such notice or (ii) the date so designated in the written notice if such written notice is given to the Agent more than five Business Days prior to the effective date of such termination. Notice of termination once given shall be irrevocable and the portion of the Commitments so terminated shall not be available for borrowing once such notice has been given under the terms hereof. The Agent shall promptly notify each Lender of its pro rata share of such terminated unused portion and the date of each such termination.

         2.11  Loan Account.  Each Lender shall open and maintain on its books a Loan Account in the name of the Borrower with respect to Disbursements made, repayments, prepayments, the computation and payment of interest and the Facility Fee and the computation of other amounts due and sums paid and payable to such Lender pursuant to this Article II. Such Loan Account shall be conclusive evidence barring manifest error as to the amount at any time due to such Lender from the Borrower pursuant to this Article II, provided, however, that the failure of a Lender to make notations, or to make accurate notations, on its Loan Account including without limitation notations with respect to interest and Facility Fees pursuant to Section 2.5 shall not limit, expand or otherwise affect any obligations of the Borrower hereunder.

         2.12  Payment from Accounts Maintained by Borrower.  In the event that any payment of principal, interest, Facility Fee or any other amount due to the Lenders or the Agent under the Agreement, the Notes or the other Loan Documents is not paid when due, the Agent is hereby authorized to effect such payment by debiting any demand deposit account of the Borrower maintained with the Agent (excluding however any special purpose fiduciary accounts, which are designated as such at the time of their creation, and mandated by applicable statutes, regulations or rules) and distributing such payment to the party to whom such amounts are due. This right of debiting accounts of the Borrower is in addition to any right of set-off accorded the Lenders or the Agent hereunder or by operation of law.

         2.13  Time, Place and Manner of Payments.  All payments to be made by the Borrower under the Notes (other than those provided for in Sections 2.3 and 2.9 hereof), and of all fees and any other amounts due hereunder (excepting the Agent’s Fees) shall be made at the principal office of the Agent for the ratable account of the Lenders. The Agent will promptly pay each such payment received to each Lender or its order in accordance with Section 8.9 hereof. All payments due a Lender by reason of Sections 2.3 or 2.9 hereof shall be paid at the principal office of the Lender which invoices the Borrower for such payment. All payments to be made by the Borrower under this Agreement shall be paid in Dollars and in immediately available funds no later than 12:00 Noon (eastern time) on the date such payment is due, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without setoff, counterclaim or other deduction of any nature.

         2.14  Mandatory Prepayments.  Unless the Required Lenders otherwise agree, the Borrower shall prepay the Loans and reduce the Commitments in an amount equal to 100% of the Net Proceeds of any sale for cash permitted pursuant to the terms of Section 5.5(iii) no later than the Business Day following receipt by the Borrower or such Subsidiary of such proceeds, together with accrued interest to such date on the amount prepaid. Nothing in this Section 2.14 shall be construed to derogate any restriction or limitation contained in any Loan Document imposed on any transaction of the type described in this Section 2.14, including, without limitation, Sections 5.5, 5.6 and 5.13 hereof.

ARTICLE III.   REPRESENTATIONS AND WARRANTIES.

         To induce the Lenders to enter into this Agreement and to make the Loans herein provided for, the Borrower represents and warrants to the Lenders that:

         3.1  Corporate Existence.  The Borrower and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its respective state of incorporation and it is duly qualified and in good standing as a foreign corporation authorized to do business in each jurisdiction where, because of the nature of its respective properties or businesses, such qualification is required or, if not so qualified or in good standing in any state, the lack of such qualification or good standing will not materially affect the Agent’s or the Lenders’ ability to enforce this Agreement, the Notes or the other Loan Documents or will not have a Material Adverse Effect on the Borrower’s or such Subsidiary’s ability to carry on its business or the Borrower’s ability to comply with this Agreement, the Notes or the other Loan Documents.

         3.2  Corporate Authority.  The Borrower is duly authorized to execute and deliver this Agreement, the Notes and the other Loan Documents to which it is or will become a party; all necessary corporate action to authorize the execution and delivery of this Agreement, the Notes and the other Loan Documents to which it is or will become a party has been properly taken; and it is and will continue to be duly authorized to borrow hereunder and to perform all of the other terms and provisions of this Agreement, the Notes and the other Loan Documents to which it is or will become a party.

         3.3  Enforceability.  This Agreement and the Notes have each been, and each other Loan Document to which it will become a party will be, duly and validly executed and delivered by the Borrower and each constitutes or will constitute a valid and legally binding agreement of the Borrower enforceable in accordance with its terms.

         3.4  No Restrictions, No Default.  Neither the execution and delivery of this Agreement, the Notes and the other Loan Documents to which it is or will become a party, the consummation of the transactions herein contemplated nor compliance with the terms and provisions hereof or of the Notes, will conflict with or result in a breach of any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Borrower or of any law or of any regulation, order, writ, injunction or decree of any court or governmental agency or of any agreement, indenture or other instrument to which the Borrower or any Subsidiary is a party or by which any of them is bound or to which it is subject, or constitute a default thereunder or result in the creation or imposition of any Encumbrance of any nature whatsoever upon any of the property or assets of the Borrower pursuant to the terms of any agreement, indenture or other instrument, except those restrictions which, individually or in the aggregate, would not have a Material Adverse Effect upon the Borrower and its Subsidiaries taken as a whole. No event has occurred and is continuing and no condition exists or will exist after giving effect to the borrowings hereunder to be made on the Closing Date which constitutes an Event of Default or Potential Default.

         3.5  Financial Statements.  The Borrower has furnished to the Lenders and the Agent the consolidated balance sheets and the related consolidated statements of income, shareholders’ equity and changes in financial position of the Borrower and its consolidated Subsidiaries for the Fiscal Year ending September 30, 2000 and for its Fiscal Quarter ending June 30, 2001. All such financial statements, including the related notes, have been prepared in accordance with GAAP, except as expressly noted therein, and fairly present the financial position and consolidated financial positions of the Borrower and its consolidated Subsidiaries as at the dates thereof and the results and consolidated results of their operations and the changes in their financial position and in their consolidated financial position for the periods ended on such dates. There were no material liabilities of the Borrower and its consolidated Subsidiaries, taken as a whole, contingent or otherwise, not reflected in such financial statements. Except (i) for the Permitted Restructuring (as such term is defined in the Existing Credit Agreement) as permitted pursuant to the terms of the Existing Credit Agreement and (ii) as has otherwise been fully disclosed in writing to the Lenders and the Agent prior to the date hereof, there has been no Material Adverse Change in the business, condition or operations (financial or otherwise) of the Borrower and its consolidated Subsidiaries from September 30, 2000 to the Closing Date.

         3.6  Absence of Litigation.  Except as set forth in the Borrower’s most recently filed Forms 10-K, 10-Q or 8-K, there are no actions, suits, investigations, litigation or governmental proceedings pending or, to the Borrower’s knowledge, threatened against the Borrower or any Subsidiary or any of their respective properties, which would have a Material Adverse Effect on the Borrower and the Subsidiaries taken as a whole, or which purport to affect the legality, validity or enforceability of this Agreement or the Notes.

         3.7  Tax Returns and Payments.  As of the date hereof, the Borrower and its Subsidiaries have filed all Federal and other material tax returns required by law to be filed and have paid all material taxes, material assessments and other material governmental charges levied upon the Borrower and its Subsidiaries taken as a whole, or any of the respective properties, assets, income or franchises of the Borrower and its Subsidiaries taken as a whole, which are due and payable, other than those currently payable or deferrable without penalty or interest or those which are being contested in good faith and by appropriate proceedings diligently conducted for which reserves in accord with GAAP have been provided. As of the date hereof, the charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of Federal, state and local income taxes for all fiscal periods are adequate, and the Borrower knows of no unpaid assessments for additional Federal, state or local income taxes for any such fiscal period or any basis therefor.

         3.8  Pension Plans.  Except as otherwise noted on Schedule 3.8, (i) each Plan has been and will be maintained and funded, in all material respects, in accordance with its terms and with all provisions of ERISA and the Code applicable thereto; (ii) no Reportable Event has occurred and is continuing with respect to any Plan; (iii) no liability to PBGC has been incurred with respect to any Plan, other than for premiums due and payable; (iv) no Plan has been terminated, no proceedings have been instituted to terminate any Plan, and there exists no intent to terminate or institute proceedings to terminate any Plan, which has caused or would cause the Borrower or any ERISA Affiliate to incur any liability to the PBGC under Title IV of ERISA; (v) no withdrawal, either complete or partial, has occurred or commenced with respect to any multiemployer Plan, and there exists no intent to withdraw either completely or partially from any multiemployer Plan and (vi) the Borrower is not subject to any liability for unpaid penalties or taxes imposed under Section 502(i) of ERISA or Section 4975 of the Code and has not engaged in a prohibited transaction as defined in Section 406 of ERISA and Section 4975 of the Code.

         3.9  Compliance with Applicable Laws.  The Borrower and each Subsidiary (i) is not in default with respect to any order, writ, injunction or decree of any court or of any Federal, state, municipal or other Governmental Authority; and (ii) is substantially complying with all applicable statutes and regulations of each Governmental Authority having jurisdiction over its activities; except for those orders, writs, injunctions, decrees, statutes and regulations, non-compliance with which would not have a Material Adverse Effect upon the Borrower and its Subsidiaries taken as a whole.

         3.10  Environmental Matters.  Except as set forth on the Borrower’s most recently filed Forms 10-K, 10-Q or 8K, the Borrower and its Subsidiaries are in compliance with all applicable Environmental Laws, except for matters which do not have a Material Adverse Effect on the financial condition of the Borrower and its Subsidiaries taken as a whole.

         3.11  Governmental Approval.  No order, authorization, consent, license, validation or approval of, or notice to, filing, recording, or registration with, any Governmental Authority, or exemption by any Governmental Authority, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of this Agreement, the Notes or the other Loan Documents to which it is a party or (ii) the legality, binding effect or enforceability of this Agreement, the Notes or the other Loan Documents to which it is a party.

         3.12  Regulations T, U and X.  The Borrower is not engaged in the business of purchasing or selling Margin Stock or extending credit to others for the purpose of purchasing or carrying Margin Stock and no part of the proceeds of the Loans will be used to purchase or carry any Margin Stock or for any other purpose which would violate or be inconsistent with Regulations T, U or X.

         3.13  Investment Company Act.  Neither the Borrower nor any Subsidiary is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

         3.14  Public Utility Holding Company Act.  The Borrower is exempt from regulation under the Public Utility Holding Company Act of 1935, as amended (“PUHCA”). Each Guarantor and NUI/Caritrade International is an “affiliate” of an exempt public utility “holding company” with the meaning of PUHCA. NUI Utilities, Virginia Gas Company and each of Virginia Gas Company’s Subsidiaries are “affiliates” of an exempt public utility “holding company” within the meaning of PUHCA.

         3.15  Disclosure.  Neither this Agreement nor any other document, certificate or statement furnished to the Lenders or the Agent by or on behalf of the Borrower pursuant to this Agreement contains any untrue statement of a material fact. There is no fact known to the Borrower which materially and adversely affects or in the future may (so far as the Borrower now foresees) have a Material Adverse Effect on the business, operations, affairs, condition, prospects, properties or assets of the Borrower and its Subsidiaries, taken as a whole, which has not been set forth in this Agreement or in the other documents, certificates and statements (financial or otherwise) furnished to the Lenders or the Agent or otherwise disclosed in writing to the Lenders or the Agent by or on behalf of the Borrower prior to or on the date hereof.

ARTICLE IV.   AFFIRMATIVE COVENANTS.

         From the date hereof and thereafter until the termination of the Commitments and until all of the Bank Indebtedness is paid in full, the Borrower agrees that:

         4.1  Use of Proceeds.  The proceeds of the Loans will be used by the Borrower solely (i) to repay amounts due and payable under the Existing Credit Agreement as required by Section 6.2(xi), (ii) for working capital purposes in the ordinary course of business of the Borrower and (iii) to pay fees and expenses incurred in connection with the execution and delivery of the Loan Documents.

         4.2  Furnishing Information.  The Borrower shall:

         (i)     deliver to the Agent (with copies for each Lender which Agent shall distribute) within 55 days after the end of each of the first three Fiscal Quarters in each Fiscal Year of the Borrower, the Borrower's Form 10-Q filed with the Securities and Exchange Commission together with (A) consolidated and consolidating balance sheets as at the end of such period for the Borrower and its Subsidiaries, (B) consolidated and consolidating statements of income for such period for the Borrower and its Subsidiaries and, in the case of the second and third quarterly periods, for the period from the beginning of the current Fiscal Year to the end of such quarterly period, and (C) consolidated and consolidating statements of cash flow for such period for the Borrower and its Subsidiaries and, in the case of the second and third quarterly periods, for the period from the beginning of the current Fiscal Year to the end of such quarterly period; and each such statement shall set forth, in comparative form, corresponding figures for the corresponding period in the immediately preceding Fiscal Year and all such statements shall be prepared in reasonable detail in accordance with GAAP and certified, subject to changes resulting from year-end adjustments, by the chief financial officer or treasurer of the Borrower;

                 (ii)     deliver to the Agent (with copies for each Lender which Agent shall distribute) within 100 days after the end of each Fiscal Year of the Borrower, the Borrower's Form 10-K filed with the Securities and Exchange Commission together with (A) consolidated and consolidating balance sheets as at the end of such year for the Borrower and its Subsidiaries, (B) consolidated and consolidating statements of income for such year for the Borrower and its Subsidiaries, (C) consolidated and consolidating statements of cash flow for such year for the Borrower and its Subsidiaries, and (D) consolidated and consolidating statements of shareholders equity for such year for the Borrower and its Subsidiaries; and each such statement shall set forth, in comparative form, corresponding figures for the immediately preceding Fiscal Year; and all such financial statements shall present fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries, as at the dates indicated and the results of its operations and its cash flow for the periods indicated, in conformity with GAAP; and the Borrower shall cause each of the consolidated financial statements described in the foregoing clauses (A) through (D) to be certified without limitation as to scope or material qualification by ▇▇▇▇▇▇▇▇ or other independent certified public accountants acceptable to the Agent;

                 (iii)     deliver to the Agent (with copies for each Lender which Agent shall distribute), together with each delivery of financial statements pursuant to items (i) and (ii) above, a Compliance Certificate of the Borrower substantially in the form of Exhibit “C” hereto, properly completed and signed by an Authorized Officer of the Borrower, (A) stating (1) that such officer has reviewed the terms of the Loan Documents and has made, or caused to be made under his supervision, a review of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed any failure by the Borrower during such period to observe or perform all of its covenants and other agreements, nor any failure to satisfy every condition contained in this Agreement, the Notes and the other Loan Documents to which it is a party during such accounting period, and (2) that the Borrower does not have knowledge of the existence, as at the date of such Compliance Certificate, of any condition or event which constitutes an Event of Default or a Potential Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower has taken or is taking or proposes to take with respect thereto, and (B) demonstrating in reasonable detail compliance as at the end of such accounting period with the covenants contained in Sections 5.3A and 5.3B hereof;

                 (iv)     promptly give written notice to the Agent of any pending or, to the knowledge of the Borrower, overtly threatened claim in writing, litigation or threat of litigation which arises between the Borrower, or any of its Subsidiaries, and any other party or parties (including, without limitation, any Governmental Authority, which claim, litigation or threat of litigation, individually or in the aggregate, is reasonably likely to cause a Material Adverse Change, any such notice to be given not later than five Business Days after the Borrower becomes aware of the occurrence of any such claim, litigation or threat of litigation;

                 (v)     deliver to the Agent (with copies for each Lender which Agent shall distribute) promptly upon their becoming available, copies of all financial statements, reports, notices and information statements sent or made available generally by the Borrower to its security holders (including, without limitation, proxy materials) and copies of all other regular and periodic reports (including, without limitation, Form 8-K) filed by the Borrower with the Securities and Exchange Commission or any Governmental Authority succeeding to any of its functions, and of all press releases and other statements made available generally by the Borrower to the public concerning material developments in the business of the Borrower and any of its Subsidiaries taken as a whole;

                 (vi)     promptly after receipt thereof, by the Borrower or the administrator of any Plan, deliver to the Lenders a copy of any notice from the PBGC that the PBGC is instituting Termination Proceedings;

                 (vii)     deliver to the Agent within two Business Days after S&P or ▇▇▇▇▇’▇ announces a change in the Borrower's Senior Ratings, or the withdrawal of any Senior Ratings, notice of such change or withdrawal, together with a copy of any written notification which Borrower received from the applicable rating agencies regarding such change or withdrawal of Senior Ratings;

                 (viii)     promptly and in any event within 30 days after the Borrower or the administrator of any Plan knows or has reason to know that any Reportable Event has occurred which would cause the PBGC to institute Termination Proceedings give notice thereof to the Agent;

                 (ix)     promptly, but not later than five Business Days, after any officer obtains knowledge of the happening of any event which constitutes an Event of Default or a Potential Default, give written notice thereof to the Agent;

                 (x)     deliver to the Agent (with copies for each Lender which the Agent shall distribute) promptly, and in event within five Business Days of receipt thereof, copies of any reports, including management letters submitted to the Borrower by independent accountants, in connection with any annual, interim or special audit; and

                 (xi)     promptly, deliver to the Lenders such other publicly available information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by any Lender.

    Period                                                  Ratio
    ------                                                  -----

    February 16 of each year to and
    including August 15 of such year:                    .65:1.00

    August 16 of each year to and
    including February 15 of the following year:         .70:1.00

Fiscal Year                Amount
-----------                ------
2002                       $60,000,000

         Borrower:                 NUI Corporation
                                   550 Route 202-206
                                   P. 0. ▇▇▇ ▇▇▇
                                   ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
                                   Attention:    Treasurer
                                   Telecopier:   (▇▇▇) ▇▇▇-▇▇▇▇
                                   Telephone:  (▇▇▇) ▇▇▇-▇▇▇▇


         The Agent:                Fleet National Bank
                                   ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
                                   Mail Stop:  MADE 10008A
                                   ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇  ▇▇▇▇▇
                                   Attention:   ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                   Telephone:  (▇▇▇) ▇▇▇-▇▇▇▇
                                   Telecopier:  (▇▇▇)▇▇▇-▇▇▇▇

ATTEST:                                     NUI CORPORATION


       ▇▇▇▇▇ ▇. ▇▇▇▇▇▇                                ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By:_________________________(SEAL)          By:________________________(SEAL)
Name:  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇                         Name:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary                     Title: Treasurer


       ▇▇▇▇▇ ▇. ▇▇▇▇▇▇                                A. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By:_________________________                   By:______________________________
Name:  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇                         Name:  A. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Secretary                     Title: Chief Operating Officer
                                                        and CFO


                                            FLEET NATIONAL BANK, in its
                                             capacity as the Agent hereunder

                                                       ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                               By:______________________________
                                               Name:   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                               Title:  Vice President

Commitment:                       FLEET NATIONAL BANK
         $16,000,000
                                         ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Commitment Percentage:            By:___________________________________________
         0.200000%                Name:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                  Title: Vice President

Commitment:                        PNC BANK, NATIONAL ASSOCIATION
         $14,222,222.22
                                          ▇▇▇▇▇ ▇. ▇▇▇▇
Commitment Percentage:            By:___________________________________________
         0.177778%                Name:   ▇▇▇▇▇ ▇. ▇▇▇▇
                                  Title:  Vice President

Commitment:                        FIRST UNION NATIONAL BANK
         $14,222,222.22
                                           ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Commitment Percentage:            By:___________________________________________
         0.177778%                Name:    ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
                                  Title:   Vice President

Commitment:                       BANK OF TOKYO-MITSUBISHI TRUST
                                  COMPANY
         $10,666,666.67
                                             ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Commitment Percentage:            By:___________________________________________
         0.133333%                Name:      ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
                                  Title:     Vice President && Manager

Commitment:                       CITIZENS BANK
         $10,666,666.67
                                                ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Commitment Percentage:            By:___________________________________________
         0.133333%                Name:         ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
                                  Title:        Vice President

Commitment:                       CIBC INC.
         $8,888,888.89
                                            ▇▇▇▇ ▇. ▇▇▇▇▇▇
Commitment Percentage:            By:___________________________________________
         0.111111%                Name:     ▇▇▇▇ ▇. ▇▇▇▇▇▇
                                  Title:    Authorized Signatory

Commitment:                        MELLON BANK, N.A.
         $5,333,333.33
                                          ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Commitment Percentage:            By:___________________________________________
         0.066667%                Name:   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
                                  Title:  Vice President