**EXECUTION
      VERSION**
















210-DAY




CREDIT
      AGREEMENT




DATED
      AS
      OF




October
      26, 2006




AMONG




NORTHERN
      ILLINOIS GAS COMPANY,




as
      Borrower,




THE
      FINANCIAL INSTITUTIONS PARTY HERETO,




as
      Lenders,




JPMORGAN
      CHASE BANK, N.A.,




as
      Administrative Agent,




ABN
      AMRO
      BANK N.V.,




as
      Syndication Agent,




and




WACHOVIA
      BANK, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CHICAGO BRANCH and THE
      BANK
      OF NEW YORK,




as
      Documentation Agents


















J.P.
      MORGAN SECURITIES INC. and ABN AMRO INCORPORATED,


as
      Joint
      Lead-Arrangers and Bookrunners














**TABLE
      OF CONTENTS**




(This
      Table of Contents is not part of the Agreement)




PAGESECTION
                  1.
              DEFINITIONS;
                  INTERPRETATION
              1Section
                  1.1
              Definitions
              1Section
                  1.2
              Interpretation
              13SECTION
                  2.
              THE
                  CREDITS
              14Section
                  2.1
              The
                  Revolving Loan Commitment
              14Section
                  2.2
              Applicable
                  Interest Rates
              14Section
                  2.3
              Minimum
                  Borrowing Amounts
              16Section
                  2.4
              Manner
                  of Borrowing Loans and Designating Interest Rates Applicable to
                  Loans
              16Section
                  2.5
              Interest
                  Periods
              19Section
                  2.6
              Maturity
                  of Loans
              19Section
                  2.7
              Prepayments
              19Section
                  2.8
              Default
                  Rate
              20Section
                  2.9
              Evidence
                  of Debt
              21Section
                  2.10
              Funding
                  Indemnity
              21Section
                  2.11
              Commitments
              22Section
                  2.12
              Increase
                  in the Aggregate Commitments
              23SECTION
                  3.
              FEES
                  AND EXTENSIONS
              24Section
                  3.1
              Fees
              24Section
                  3.2
              Extensions
              25SECTION
                  4.
              PLACE
                  AND APPLICATION OF PAYMENTS
              26SECTION
                  5.
              REPRESENTATIONS
                  AND WARRANTIES
              27Section
                  5.1
              Corporate
                  Organization and Authority
              27Section
                  5.2
              Subsidiaries
              27Section
                  5.3
              Corporate
                  Authority and Validity of Obligations
              27Section
                  5.4
              Financial
                  Statements
              28Section
                  5.5
              No
                  Litigation; No Labor Controversies
              28Section
                  5.6
              Taxes
              28Section
                  5.7
              Approvals
              29Section
                  5.8
              ERISA
              29Section
                  5.9
              Government
                  Regulation
              29
 
 
 
 
 
 
  
  
 Section
                  5.10
              Margin
                  Stock; Use of Proceeds
              29Section
                  5.11
              Environmental
                  Warranties
              29Section
                  5.12
              Ownership
                  of Property; Liens
              31Section
                  5.13
              Compliance
                  with Agreements
              31Section
                  5.14
              Full
                  Disclosure
              31Section
                  5.15
              Solvency
              31SECTION
                  6.
              CONDITIONS
                  PRECEDENT
              31Section
                  6.1
              Initial
                  Borrowing
              31Section
                  6.2
              All
                  Borrowings
              32SECTION
                  7.
              COVENANTS
              33Section
                  7.1
              Corporate
                  Existence; Material Subsidiaries
              33Section
                  7.2
              Maintenance
              33Section
                  7.3
              Taxes
              33Section
                  7.4
              ERISA
              34Section
                  7.5
              Insurance
              34Section
                  7.6
              Financial
                  Reports and Other Information
              34Section
                  7.7
              Lender
                  Inspection Rights
              36Section
                  7.8
              Conduct
                  of Business
              36Section
                  7.9
              Liens
              37Section
                  7.10
              Use
                  of Proceeds; Regulation U
              39Section
                  7.11
              Mergers,
                  Consolidations and Sales of Assets
              39Section
                  7.12
              Environmental
                  Matters
              39Section
                  7.13
              Investments,
                  Acquisitions, Loans, Advances and Guaranties
              40Section
                  7.14
              Restrictions
                  on Indebtedness
              41Section
                  7.15
              Leverage
                  Ratio
              41Section
                  7.16
              [Intentionally
                  Omitted]
              42Section
                  7.17
              Dividends
                  and Other Shareholder Distributions
              42Section
                  7.18
              No
                  Negative Pledges
              42Section
                  7.19
              Transactions
                  with Affiliates
              43Section
                  7.20
              Compliance
                  with Laws
              43Section
                  7.21
              Derivative
                  Obligation
              43Section
                  7.22
              Sales
                  and Leasebacks
              43Section
                  7.23
              OFAC;
                  BSA
              43SECTION
                  8.
              EVENTS
                  OF DEFAULT AND REMEDIES
              43Section
                  8.1
              Events
                  of Default
              44Section
                  8.2
              Non-Bankruptcy
                  Defaults
              46Section
                  8.3
              Bankruptcy
                  Defaults
              46SECTION
                  9.
              CHANGE
                  IN CIRCUMSTANCES; TAXES
              46
 
 ii
   
 Section
                  9.1
              Change
                  of Law
              46Section
                  9.2
              Unavailability
                  of Deposits or Inability to Ascertain, or Inadequacy of,
                  LIBOR
              46Section
                  9.3
              Increased
                  Cost
              47Section
                  9.4
              Taxes
              48Section
                  9.5
              Mitigation
                  Obligations; Replacement of Lenders
              51Section
                  9.6
              Discretion
                  of Lender as to Manner of Funding
              52SECTION
                  10.
              THE
                  AGENT
              52Section
                  10.1
              Appointment
                  and Authority
              52Section
                  10.2
              Rights
                  as a Lender
              52Section
                  10.3
              Exculpatory
                  Provisions
              53Section
                  10.4
              Reliance
                  by Administrative Agent
              54Section
                  10.5
              Delegation
                  of Duties
              54Section
                  10.6
              Resignation
                  of Administrative Agent
              54Section
                  10.7
              Non-Reliance
                  on Administrative Agent and Other Lenders
              55Section
                  10.8
              No
                  Other Duties, etc
              55SECTION
                  11.
              MISCELLANEOUS
              55Section
                  11.1
              No
                  Waiver of Rights
              55Section
                  11.2
              Non-Business
                  Day
              56Section
                  11.3
              Survival
                  of Representations
              56Section
                  11.4
              Survival
                  of Indemnities
              56Section
                  11.5
              Set-Off;
                  Sharing of Payments
              56Section
                  11.6
              Notices
              57Section
                  11.7
              Counterparts;
                  Integration; Effectiveness; Electronic Execution
              58Section
                  11.8
              Successors
                  and Assigns
              59Section
                  11.9
              Amendments
              62Section
                  11.10
              Headings
              63Section
                  11.11
              Expenses;
                  Indemnity; Waiver
              63Section
                  11.12
              Entire
                  Agreement
              65Section
                  11.13
              Governing
                  Law; Jurisdiction; Etc
              65Section
                  11.14
              WAIVER
                  OF JURY TRIAL
              66Section
                  11.15
              Treatment
                  of Certain Information; Confidentiality
              66Section
                  11.16
              Patriot
                  Act
              67EXHIBITSA
              Form
                  of NoteB
              Form
                  of Compliance CertificateC
              Assignment
                  and AssumptionD
              Notice
                  of BorrowingSCHEDULE
  
 SCHEDULE
                  1
              Pricing
                  GridSCHEDULE
                  2
              CommitmentsSCHEDULE
                  4
              Administrative
                  Agent Notice and Payment InfoSCHEDULE
                  5.2
              Schedule
                  of Existing SubsidiariesSCHEDULE
                  7.17
              Restrictions
                  on Distributions and Existing Negative Pledges













**210-DAY
      CREDIT AGREEMENT**




**210-DAY
      CREDIT AGREEMENT** ,
      dated
      as of October 26, 2006 among Northern Illinois Gas Company, an Illinois
      corporation (the “ *Borrower* ”),
      the
      financial institutions from time to time party hereto (each a “ *Lender* ,”
and
      collectively the “ *Lenders* ”),
      and
      JPMorgan Chase Bank, N.A. in its capacity as agent for the Lenders hereunder
      (in
      such capacity, the “ *Administrative
      Agent* ”).




**WITNESSETH
      THAT:**




**WHEREAS** ,
      the
      Borrower desires to obtain the several commitments of the Lenders to make
      available a 210-day revolving credit facility for loans as described herein;
      and




**WHEREAS** ,
      the
      Lenders are willing to extend such commitments subject to all of the terms
      and
      conditions hereof and on the basis of the representations and warranties
      hereinafter set forth.




**NOW,
      THEREFORE** ,
      in
      consideration of the recitals set forth above and for other good and valuable
      consideration, the receipt and adequacy of which are hereby acknowledged, the
      parties hereto hereby agree as follows:




SECTION
      1.    DEFINITIONS; INTERPRETATION




Section
      1.1  *Definitions* .
      The
      following terms when used herein have the following meanings:




“ *Adjusted
      LIBOR* ”
is
      defined in Section 2.2(b) hereof.




“ *Administrative
      Agent* ”
is
      defined in the first paragraph of this Agreement and includes any successor
      Administrative Agent pursuant to Section 10.6 hereof.




“ *Administrative
      Questionnaire* ”
means
      an administrative questionnaire in a form supplied by the Administrative Agent.




“ *Affiliate* ”
means,
      as to any Person, any other Person which directly or indirectly controls, or
      is
      under common control with, or is controlled by, such Person. As used in this
      definition, “control” (including, with their correlative meanings, “controlled
      by” and “under common control with”) means possession, directly or indirectly,
      of power to direct or cause the direction of management or policies of a Person
      (whether through ownership of securities or partnership or other ownership
      interests, by contract or otherwise).




“ *Agreement* ”
means
      this Credit Agreement, including all Exhibits and Schedules hereto, as it may
      be
      amended, supplemented or otherwise modified from time to time in accordance
      with
      the terms hereof.







“ *Applicable
      Margin* ”
means,
      at any time (i) with respect to Base Rate Loans, the Base Rate Margin and (ii)
      with respect to Eurodollar Loans, the Eurodollar Margin.




“ *Applicable
      Telerate Page* ”
is
      defined in Section 2.2(b) hereof.




“ *Approved
      Fund* ”
means
      any Fund that is administered or managed by (a) a Lender, (b) an Affiliate
      of a
      Lender or (c) an entity or an Affiliate of an entity that administers or manages
      a Lender.




“ *Assignment
      and Assumption* ”
means
      an assignment and assumption entered into by a Lender and an Eligible Assignee
      (with the consent of any party whose consent is required by Section 11.8(b)),
      and accepted by the Administrative Agent, in substantially the form of Exhibit
      C
      or any other form approved by the Administrative Agent.




“ *Authorized
      Representative* ”
means,
      which respect to the Borrower, those persons whose specimen signature is
      included in the incumbency certificate provided by the Borrower pursuant to
      Section 6.1(c) hereof, or any further or different officer of the Borrower
      so
      named by any Authorized Representative of the Borrower in a written notice
      to
      the Administrative Agent.




“ *Base
      Rate* ”
is
      defined in Section 2.2(a) hereof.




“ *Base
      Rate Loan* ”
means
      a
      Loan bearing interest prior to maturity at a rate specified in Section 2.2(a)
      hereof.




“ *Base
      Rate Margin* ”
means
      the percentage set forth in Schedule 1 hereto beside the then applicable
      Level.




“ *Borrower* ”
is
      defined in the first paragraph of this Agreement.




“ *Borrowing* ”
means
      the total of Loans of a single type advanced, continued for an additional
      Interest Period, or converted from a different type into such type by the
      Lenders on a single date and in the case of Eurodollar Loans for a single
      Interest Period. Borrowings of Loans are made by and maintained ratably for
      each
      of the Lenders according to their Percentages. A Borrowing is “advanced” on the
      day Lenders advance funds comprising such Borrowing to the Borrower, is
“continued” on the date a new Interest Period for the same type of Loans
      commences for such Borrowing and is “converted” when such Borrowing is changed
      from one type of Loan to the other, all as requested by the Borrower pursuant
      to
      Section 2.4(a).




“ *Business
      Day* ”
means
      any day other than a Saturday or Sunday on which Lenders are not authorized
      or
      required to close in New York, New York or Chicago, Illinois and, if the
      applicable Business Day relates to the borrowing or payment of a Eurodollar
      Loan, on which banks are dealing in U.S. Dollars in the interbank market in
      London, England.




2





“ *Capital* ”
means,
      as of any date of determination thereof, without duplication, the sum of (A)
      Consolidated Net Worth plus (B) Consolidated Indebtedness.




“ *Capital
      Lease* ”
means
      at any date any lease of Property which, in accordance with GAAP, would be
      required to be capitalized on the balance sheet of the lessee.




“ *Capitalized
      Lease Obligations* ”
means,
      for any Person, the amount of such Person’s liabilities under Capital Leases
      determined at any date in accordance with GAAP.




“ *CERCLA* ”
means
      the Comprehensive Environmental Response, Compensation and Liability Act of
      1980, as amended from time to time.




“ *CERCLIS* ”
means
      the Comprehensive Environmental Response Compensation Liability Information
      System List, as amended from time to time.




“ *Change
      in Law* ”
means
      the occurrence, after the Closing Date, of any of the following: (a) the
      adoption or taking effect of any law, rule, regulation or treaty, (b) any change
      in any law, rule, regulation or treaty or in the administration, interpretation
      or application thereof by any Governmental Authority or (c) the making or
      issuance of any guideline or directive (whether or not having the force of
      law)
      by any Governmental Authority.




“ *Change
      of Control Event* ”
means
      one or more of the following events:




(a)  less
      than
      a majority of the members of the Board of Directors of the Borrower shall be
      persons who either (i) were serving as directors on the Closing Date or (ii)
      were nominated as directors and approved by the vote of the majority of the
      directors who are directors referred to in clause (i) above or this clause
      (ii);
      or




(b)  the
      stockholders of the Borrower shall approve any plan or proposal for the
      liquidation or dissolution of the Borrower; or




(c)  a
      Person
      or group of Persons acting in concert (other than the direct or indirect
      beneficial owners of the Voting Stock of the Borrower as of the Closing Date)
      shall, as a result of a tender or exchange offer, open market purchases,
      privately negotiated purchases or otherwise, have become the direct or indirect
      beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange
      Act of 1934, as amended from time to time) of Voting Stock of the Borrower
      representing more than twenty percent (20%) of the combined voting power of
      the
      outstanding Voting Stock or other ownership interests for the election of
      directors or shall have the right to elect a majority of the Board of Directors
      of the Borrower; or




3





(d)  Except
      as
      permitted by Section 7.11, Nicor ceases at any time to own one hundred percent
      (100%) of the Voting Stock and other equity interest of the
      Borrower.




“ *Closing
      Date* ”
means
      October 26, 2006.




“ *Code* ”
means
      the Internal Revenue Code of 1986, as amended.




“ *Commitment* ”
and
      “ *Commitments* ”
are
      defined in Section 2.1 hereof.




“ *Commitment
      Letter* ”
means
      that certain letter dated as of September 25, 2006, among the Borrower, J.P.
      Morgan Securities Inc., ABN AMRO Incorporated, JPMorgan Chase Bank, N.A. and
      ABN
      AMRO Bank N.V.




“ *Compliance
      Certificate* ”
means
      a
      certificate in the form of Exhibit B hereto.




“ *Consolidated
      Assets* ”
means
      all assets which should be listed on the consolidated balance sheet of the
      Borrower and its Subsidiaries, as determined on a consolidated basis in
      accordance with GAAP.




“ *Consolidated
      Indebtedness* ”
means,
      for any Person, all Indebtedness of a Person determined on a consolidated basis
      in accordance with GAAP.




“ *Consolidated
      Net Worth* ”
means
      for any Person, as of any time the same is to be determined, the total
      shareholders’ equity (including both common and preferred) reflected on the
      balance sheet of such Person after deducting treasury stock determined on a
      consolidated basis in accordance with GAAP.




“ *Contractual
      Obligation* ”
means,
      as to any Person, any provision of any security issued by such Person or of
      any
      agreement, instrument or undertaking to which such Person is a party or by
      which
      it or any of its Property is bound.




“ *Controlled
      Group* ”
means
      all members of a controlled group of corporations and all members of a
      controlled group of trades or businesses (whether or not incorporated) under
      common control which, together with the Borrower, are treated as a single
      employer under Section 414(b) or 414(c) of the Code or Section 4001 of ERISA.




“ *Credit
      Documents* ”
means
      this Agreement, the Notes, the Fee Letters and all other documents executed
      in
      connection herewith or therewith.




“ *Default* ”
means
      any event or condition described in Section 8.1 the occurrence of which would,
      with the passage of time or the giving of notice, or both, constitute an Event
      of Default.




“ *Derivative
      Arrangement* ”
means
      any agreement (including any master agreement and any agreement, whether or
      not
      in writing, relating to any single transaction) that is an interest rate swap
      agreement, basis swap, forward rate agreement, commodity swap,




4


commodity
        option, equity or equity index swap or option, bond option, interest rate
        option, forward foreign exchange agreement, rate cap, collar or floor agreement,
        future agreement, currency swap agreement, cross currency rate swap agreement,
        swaption, currency option, that relates to fluctuations in raw material prices
        or utility or energy prices or other costs, or any other similar agreement,
        including any option to enter into any of the foregoing, or any combination
        of
        any of the foregoing. “Derivative Arrangements” shall include all such
        agreements or arrangements made or entered into at any time, or in effect
        at any
        time, whether or not related to a Loan.




“ *Derivative
      Obligations* ”
means,
      with respect to any Person, all liabilities of such Person under any Derivative
      Arrangement (including but not limited to obligations and liabilities arising
      in
      connection with or as a result of early or premature termination of a Derivative
      Arrangement, whether or not occurring as a result of a default thereunder),
      absolute or contingent, now or hereafter existing or incurred or due or to
      become due.




“ *Eligible
      Assignee* ”
means
      (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any
      other Person (other than a natural person) approved by (i) the Administrative
      Agent, and (ii) unless an Event of Default has occurred and is continuing,
      the
      Borrower (each such approval not to be unreasonably withheld or delayed); *provided* that
      notwithstanding the foregoing, “Eligible Assignee” shall not include the
      Borrower or any of the Borrower’s Affiliates or Subsidiaries.




“ *Environmental
      Laws* ”
means
      any and all federal, state, local and foreign statutes, laws, judicial
      decisions, regulations, ordinances, rules, judgments, orders, decrees, plans,
      injunctions, permits, concessions, grants, franchises, licenses, agreements
      and
      other governmental restrictions relating to (i) the protection of the
      environment, (ii) the effect of the environment on human health, (iii)
      emissions, discharges or releases of pollutants, contaminants, hazardous
      substances or wastes into surface water, ground water or land, or (iv) the
      manufacture, processing, distribution, use, treatment, storage, disposal,
      transport or handling of pollutants, contaminants, hazardous substances or
      wastes or the clean-up or other remediation thereof.




“ *ERISA* ”
means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time, and the regulations issued thereunder.




“ *Eurodollar
      Loan* ”
means
      a
      Loan bearing interest prior to its maturity at the rate specified in Section
      2.2(b) hereof.




“ *Eurodollar
      Margin* ”
means
      the percentage set forth in Schedule 1 hereto beside the then applicable
      Level.




“ *Eurodollar
      Reserve Percentage* ”
is
      defined in Section 2.2(b) hereof.




“ *Event
      of Default* ”
means
      any of the events or circumstances specified in Section 8.1 hereof.




5





“ *Excluded
      Taxes* ”
means,
      with respect to the Administrative Agent, any Lender, or any other recipient
      of
      any payment to be made by or on account of any obligation of the Borrower
      hereunder, (a) taxes imposed on or measured by its overall net income (however
      denominated), and franchise taxes imposed on it (in lieu of net income taxes),
      or similar taxes (including alternative minimum taxes) imposed by a Governmental
      Authority in jurisdiction (or any political subdivision thereof) as a result
      of
      a connection between the Administrative Agent, Lender or other recipient and
      such jurisdiction (or any political subdivision thereof), (b) any branch profits
      taxes imposed by the United States of America or any similar tax imposed by
      any
      other jurisdiction in which the Borrower is located and (c) in the case of
      a
      Foreign Lender (other than an assignee pursuant to a request by the Borrower
      under Section 9.5), any withholding tax that would be imposed on amounts payable
      to such Foreign Lender at the time such Foreign Lender becomes a party hereto
      (or designates a new lending office) or is attributable to such Foreign Lender’s
      failure or inability (other than as a result of a Change in Law) to comply
      with
      Section 9.4, except to the extent that such Foreign Lender (or its assignor,
      if
      any) was entitled, at the time of designation of a new lending office (or
      assignment), to receive additional amounts from the Borrower with respect to
      such withholding tax pursuant to Section 9.4.




“ *Facility
      Fee Rate* ”
means
      the percentage set forth in Schedule 1 hereto beside the then applicable
      Level.




“ *Federal
      Funds Rate* ”
means,
      for any period, a fluctuating interest rate per annum equal for each day during
      such period to:




(a)  the
      weighted average of the rates on overnight federal funds transactions with
      members of the United States Federal Reserve System arranged by federal funds
      brokers, as published for such day (or, if such day is not a Business Day,
      for
      the next preceding Business Day) by the United States Federal Reserve Bank
      of
      New York; or




(b)  if
      such
      rate is not so published for any day which is a Business Day, the average of
      the
      quotations for such day on such transactions received by the Administrative
      Agent from three federal funds brokers of recognized standing selected by
      it.




“ *Fee
      Letters* ”
means,
      collectively, (i) that certain letter, dated as of September 25, 2006, among
      ABN
      AMRO Bank N.V., ABN AMRO Incorporated and the Borrower and (ii) that certain
      letter, dated as of September 25, 2006, between J.P. Morgan Securities Inc.,
      the
      Administrative Agent, and the Borrower.




*"5-Year
      Facility Agreement* "
      means
      the credit agreement entered into September 13, 2005, as amended or supplemented
      from time to time, among the Borrower, Nicor, the financial institutions party
      thereto, JPMorgan Chase Bank, N.A., as administrative agent, Wachovia Bank,
      N.A., as syndication agent, ABN AMRO Bank N.V, The Bank of Tokyo-Mitsubishi,
      Ltd., Chicago Branch, and The Bank of New York, as documentation




6


agents,
        J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC, as joint
        lead-arrangers and bookrunners.




“ *Foreign
      Lender* ”
means
      any Lender that is organized under the laws of a jurisdiction other than that
      in
      which the Borrower is incorporated or otherwise organized for tax purposes.
      For
      purposes of this definition, the United States of America, each State thereof
      and the District of Columbia shall be deemed to constitute a single
      jurisdiction.




“ *Fund* ”
means
      any Person (other than a natural person) that is (or will be) engaged in making,
      purchasing, holding or otherwise investing in commercial loans and similar
      extensions of credit in the ordinary course of its business.




“ *GAAP* ”
means
      generally accepted accounting principles as in effect in the United States
      from
      time to time, applied by Nicor and its Subsidiaries on a basis consistent with
      the preparation of Borrower’s financial statements furnished to the Lenders as
      described in Section 5.4 hereof.




“ *Governmental
      Authority* ”
means
      the government of the United States of America or any other nation, or of any
      political subdivision thereof, whether state or local, and any agency,
      authority, instrumentality, regulatory body, court, central bank or other entity
      exercising executive, legislative, judicial, taxing, regulatory or
      administrative powers or functions of or pertaining to government (including
      any
      supra-national bodies such as the European Union or the European Central
      Bank).




“ *Granting
      Bank* ”
has
      the
      meaning specified in Section 11.8(g).




“ *Guarantee* ”
means,
      in respect of any Person, any obligation, contingent or otherwise, of such
      Person directly or indirectly guaranteeing any Indebtedness or other obligations
      of another Person, including, without limitation, by means of an agreement
      to
      purchase or pay (or advance or supply funds for the purchase or payment of)
      such
      Indebtedness or to maintain financial covenants, or to assure the payment of
      such Indebtedness by an agreement to make payments in respect of goods or
      services regardless of whether delivered, or otherwise; *provided* ,
      that
      the term “Guarantee” shall not include endorsements for deposit or collection in
      the ordinary course of business; and such term when used as a verb shall have
      a
      correlative meaning.




“ *Guaranty* ”
means
      the Guaranty dated as of December 22, 2005, as amended or supplemented from
      time
      to time, among Nicor, as guarantor, in favor of JPMorgan Chase Bank, N.A.,
      in
      its capacity as agent for the lenders party to the 2 Year Term Loan
      Agreement.




“ *Hazardous
      Material* ”
      means:




(a)  any
      “hazardous substance”, as defined by CERCLA; or




7





(b)  any
      pollutant or contaminant or hazardous, dangerous or toxic chemical, material
      or
      substance within the meaning of any other Environmental Law.




“ *ICC
      Permitted Investment* ”
means
      any investment permitted by subsection (a) of Section 340.50 of the rules of
      the
      Illinois Commerce Commission.




“ *ICC
      Regulated Transaction* ”
means
      any transaction between the Borrower and Nicor Inc. or any wholly-owned
      subsidiary of Nicor Inc. that does not violate the applicable orders, rules
      and
      regulations of the Illinois Commerce Commission.




“ *Immaterial
      Subsidiary* ”
shall
      mean, any direct or indirect Subsidiary of the Borrower (i) whose total assets
      (as determined in accordance with GAAP) as of the date of determination do
      not
      represent at least ten percent (10%) of the total assets (as determined in
      accordance with GAAP) of the Borrower and its Subsidiaries on a consolidated
      basis or (ii) whose total revenues for the most recently completed twelve months
      (as determined in accordance with GAAP) do not represent at least ten percent
      (10%) of the total revenues (as determined in accordance with GAAP) of the
      Borrower and its Subsidiaries on a consolidated basis for such
      period.




“ *Impermissible
      Qualification* ”
means,
      relative to the opinion or certification of any independent public accountant
      as
      to any financial statement of the Borrower, any qualification or exception
      to
      such opinion or certification (i) which is of a “going concern” or similar
      nature, (ii) which relates to the limited scope of examination of matters
      relevant to such financial statement, or (iii) which relates to the treatment
      or
      classification of any item in such financial statement and which would require
      an adjustment to such item the effect of which would be to cause the Borrower
      to
      be in violation of Section 7.15 hereof.




“ *Indebtedness* ”
means,
      as to any Person, without duplication: (i) all obligations of such Person for
      borrowed money or evidenced by bonds, debentures, notes or similar instruments;
      (ii) all obligations of such Person for the deferred purchase price of Property
      or services (other than in respect of trade accounts payable arising in the
      ordinary course of business which are not past-due); (iii) all Capitalized
      Lease
      Obligations of such Person; (iv) all indebtedness of the kind referred to in
      (i)-(iii) and (v)-(vii) secured by a Lien on such Person's interest in Property,
      assets or revenues to the extent of the lesser of the value of such Person's
      interest in such Property that is subject to such Lien or the principal amount
      of such indebtedness but excluding any such indebtedness secured by a Lien
      on
      any Property or assets owned by others if (A) such Person holds only a leasehold
      interest or an easement, right-of-way, license or similar right of use or
      occupancy with respect to such Property or asset and (B) such Person has not
      assumed or become liable for the payment of such indebtedness; (v) all
      Guarantees issued by such Person of Indebtedness of another Person; (vi) all
      obligations of such Person, contingent or otherwise, in respect of any letters
      of credit (whether commercial or standby) or bankers’ acceptances, and (vii) all
      obligations of such Person under synthetic (and similar type) lease
      arrangements; *provided* that for
      purposes of calculating such Person’s Indebtedness




8


under
        such synthetic (or similar type) lease arrangements, such lease arrangement
        shall be treated as if it were a Capitalized Lease.




“ *Indemnified
      Taxes* ”
means
      Taxes other than Excluded Taxes.




“ *Indemnitee* ”
is
      defined in Section 11.11(b) hereof.




“ *Information* ”
is
      defined in Section 11.15 hereof.




“ *Interest
      Period* ”
is
      defined in Section 2.5 hereof.




“ *Investments* ”
is
      defined in Section 7.13.




“ *Joint
      Lead-Arrangers* ”
means
      J.P. Morgan Securities Inc. and ABN AMRO Incorporated.




“ *Lender* ”
and
      “ *Lenders* ”
are
      defined in the first paragraph of this Agreement.




“ *Level
      I Status* ”
means,
      subject to the provisions of Schedule 1, the Borrower’s S&P Rating is AA or
      higher and its Moody’s Rating is Aa2 or higher.




“ *Level
      II Status* ”
means
      Level I Status does not exist, but, subject to the provisions of Schedule 1,
      the
      Borrower’s S&P Rating is AA- or higher and its Moody’s Rating is Aa3 or
      higher.




“ *Level
      III Status* ”
means
      neither Level I Status nor Level II Status exists, but, subject to the
      provisions of Schedule 1, the Borrower’s S&P Rating is A+ or higher and its
      Moody’s Rating is A1 or higher.




“ *Level
      IV Status* ”
means
      none of Level I Status, Level II Status nor Level III Status exists, but,
      subject to the provisions of Schedule 1, the Borrower’s S&P Rating is A or
      higher and its Moody’s rating is A2 or higher.




“ *Level
      V Status* ”
means
      none of Level I Status, Level II Status, Level III Status nor Level IV Status
      exists, but, subject to the provisions of Schedule 1, the Borrower’s S&P
      Rating is A- or higher and its Moody’s rating is A3 or higher.




“ *Level
      VI Status* ”
means
      none of Level I Status, Level II Status, Level III Status, Level IV Status
      nor
      Level V Status exists, but, subject to the provisions of Schedule 1, the
      Borrower's S&P Rating is BBB+ or higher and its Moody's rating is Baa1 or
      higher.




“ *Level
      VII Status* ”
means
      none of Level I Status, Level II Status, Level III Status, Level IV Status,
      Level V nor Level VI Status exists.




“ *LIBOR* ”
is
      defined in Section 2.2(b) hereof.




9





“ *Lien* ”
means
      any interest in Property securing an obligation owed to, or a claim by, a Person
      other than the owner of the Property, whether such interest is based on the
      common law, statute or contract, including, but not limited to, the security
      interest or lien arising from a mortgage, encumbrance, pledge, conditional
      sale,
      security agreement or trust receipt, or a lease, consignment or bailment for
      security purposes. For the purposes of this definition, a Person shall be deemed
      to be the owner of any Property which it has acquired or holds subject to a
      conditional sale agreement, Capital Lease or other arrangement pursuant to
      which
      title to the Property has been retained by or vested in some other Person for
      security purposes, and such retention of title shall constitute a
“Lien.”




“ *Loan* ”
and
      “ *Loans* ”
are
      defined in Section 2.1 hereof and includes a Base Rate Loan or Eurodollar Loan,
      each of which is a “type” of Loan hereunder.




“ *Material
      Adverse Effect* ”
means
      any effect, resulting from any event or circumstance whatsoever, which has
      a
      material adverse effect on the financial condition or results of operations
      of
      the Borrower, or on the ability of the Borrower to perform its payment
      obligations under this Agreement.




“ *Material
      Subsidiaries* ”
means
      any Subsidiary of the Borrower which is not an Immaterial
      Subsidiary.




“ *Moody’s
      Rating* ”
means
      the long term issuer rating assigned by Moody’s Investors Service, Inc. and any
      successor thereto that is a nationally recognized rating agency to the Borrower
      (or if neither Moody’s Investors Service, Inc. nor any such successor shall be
      in the business of rating long-term indebtedness, a nationally recognized rating
      agency in the United States of America as mutually agreed between the Required
      Lenders and Borrower). Any reference in this Agreement to any specific rating
      is
      a reference to such rating as currently defined by Moody’s Investors Service,
      Inc. (or such a successor) and shall be deemed to refer to the equivalent rating
      if such rating system changes.




“ *Nicor* ”
means
      Nicor Inc., an Illinois corporation.




“ *Nicor
      Gas Indenture* ”
means
      that certain Indenture, dated as of January 1, 1954, between Commonwealth Edison
      Company and Continental Illinois National Bank and Trust Company of Chicago,
      as
      supplemented from time to time, and as last supplemented by a Supplemental
      Indenture, dated December 1, 2003, between the Borrower and BNY Midwest Trust
      Company, as successor trustee under the Indenture dated as of January 1, 1954,
      as amended or supplemented from time to time.




“ *Note* ”
is
      defined in Section 2.9(a) hereof.




“ *Notice
      of Borrowing* ”
means
      a
      notice of borrowing in the form of Exhibit D hereto.




10





“ *Obligations* ”
means
      all fees payable hereunder, all obligations of the Borrower to pay principal
      or
      interest on Loans, fees, expenses, indemnities, and all other payment
      obligations of the Borrower arising under or in relation to any Credit
      Document.




“ *Other
      Taxes* ”
means
      all present or future stamp or documentary taxes or any other excise or Property
      taxes, charges or similar levies arising from any payment made hereunder or
      under any other Credit Document or from the execution, delivery or enforcement
      of, or otherwise with respect to, this Agreement or any other Credit Document.




“ *Participant* ”
is
      defined in Section 11.8(d) hereof.




“ *PBGC* ”
means
      the Pension Benefit Guaranty Corporation.




“ *Pension
      Plan* ”
means
      a
“pension plan”, as such term is defined in section 3(2) of ERISA, which is
      subject to Title IV of ERISA, and to which the Borrower or any member of the
      Controlled Group, may have liability, including any liability by reason of
      having been a substantial employer within the meaning of section 4063 of ERISA
      at any time during the preceding five years, or by reason of being deemed to
      be
      a contributing sponsor under section 4069 of ERISA.




“ *Percentage* ”
means,
      for each Lender, the percentage of the Commitments represented by such Lender’s
      Commitment or, if the Commitments have been terminated, the percentage held
      by
      such Lender of the aggregate principal amount of all outstanding
      Obligations.




“ *Permitted
      Derivative Obligations* ”
means
      all Derivative Obligations as to which the Derivative Arrangements giving rise
      to such Derivative Obligation are entered into in the ordinary course of
      business to hedge interest rate risk, currency risk, commodity price risk or
      the
      production of Borrower or its Subsidiaries (and not for speculative
      purposes).




“ *Person* ”
means
      an individual, partnership, corporation, limited liability company, association,
      trust, unincorporated organization or any other entity or organization,
      including a government or any agency or political subdivision
      thereof.




“ *Property* ”
means
      any property or asset, of any nature whatsoever, whether real, personal or
      mixed, tangible or intangible, and whether now owned or hereafter
      acquired.




“ *Related
      Parties* ”
means,
      subject to the provisions of Section 11.8 with respect to any Person, such
      Person’s Affiliates and the directors, officers, employees, agents and advisors
      of such Person and of such Person’s Affiliates.




“ *Release* ”
means
      “release”, as such term is defined in CERCLA




“ *Required
      Lenders* ”
means,
      as of the date of determination thereof, Lenders holding in the aggregate at
      least a majority in interest of the then aggregate unpaid




11


principal
        amount of the Loans owing to Lenders, or, if no such principal amount is
        then
        outstanding, Lenders having at least a majority in interest of the
        Commitments.




“ *SEC* ”
means
      the United States Securities and Exchange Commission.




“ *SEC
      Disclosure Documents* ”
means
      all reports on forms 10K, 10Q, and 8K filed by Nicor or the Borrower with the
      SEC prior to the Closing Date.




“ *Security* ”
has
      the
      same meaning as in Section 2(l) of the Securities Act of 1933, as
      amended.




“ *S&P
      Rating* ”
means
      the senior unsecured debt rating assigned by Standard & Poor’s Ratings
      Group, a division of The McGraw-Hill Companies, Inc. and any successor thereto
      that is a nationally recognized rating agency to the Borrower (or, if neither
      such division nor any successor shall be in the business of rating long-term
      indebtedness, a nationally recognized rating agency in the United States as
      mutually agreed between the Required Lenders and Borrower). Any reference in
      this Agreement to any specific rating is a reference to such rating as currently
      defined by Standard & Poor’s Ratings Group, a division of The McGraw-Hill
      Companies, Inc. (or such a successor) and shall be deemed to refer to the
      equivalent rating if such rating system changes.




“ *Solvent* ”
means
      that (a) the fair value of a Person’s assets is in excess of the total amount of
      such Person’s debts, as determined in accordance with the United States
      Bankruptcy Code, and (b) the present fair saleable value of a Person’s assets is
      in excess of the amount that will be required to pay such Person’s debts as they
      become absolute and matured. As used in this definition, the term “debts”
includes any legal liability, whether matured or unmatured, liquidated or
      unliquidated, absolute, fixed or contingent, as determined in accordance with
      the United States Bankruptcy Code.




“ *SPC* ”
has
      the
      meaning specified in Section 11.8(g).




“ *Subsidiary* ”
means,
      as to the Borrower, any corporation or other entity (i) which is or should
      be
      consolidated into the financial statements of the Borrower in accordance with
      GAAP or (ii) of which more than fifty percent (50%) of the outstanding stock
      or
      comparable equity interests having ordinary voting power for the election of
      the
      Board of Directors of such corporation or similar governing body in the case
      of
      a non-corporation (irrespective of whether or not, at the time, stock or other
      equity interests of any other class or classes of such corporation or other
      entity shall have or might have voting power by reason of the happening of
      any
      contingency) is at the time directly or indirectly owned by the Borrower or
      by
      one or more of its Subsidiaries.




“ *Taxes* ”
means
      all present or future taxes, levies, imposts, duties, deductions, withholdings,
      assessments, fees or other charges imposed by any Governmental Authority,
      including any interest, additions to tax or penalties applicable thereto.




“ *Telerate
      Service* ”
means
      the Moneyline Telerate, Inc.




12





“ *Termination
      Date* ”
means
      May 24, 2007, as extended from time to time pursuant to Section
      3.2.




“ *2
      Year Term Loan Agreement* ”
means
      the 2 Year Term Loan Agreement dated as of December 22, 2005, as amended or
      supplemented from time to time, by and among Tropical Shipping and Construction
      Company Limited, a Cayman Islands exempt company, as borrower, the financial
      institutions from time to time party thereto, and JPMorgan Chase Bank, N.A.,
      as
      administrative agent.





“ *Utilization
      Fee Rate* ”
means
      the percentage set forth in Schedule 1 hereto beside the then applicable
      Level.




“ *Unfunded
      Vested Liabilities* ”
means,
      with respect to any Plan at any time, the amount (if any) by which (i) the
      present value of all vested nonforfeitable accrued benefits under such Plan
      exceeds (ii) the fair market value of all Plan assets allocable to such
      benefits, all determined as of the then most recent valuation date for such
      Plan, but only to the extent that such excess represents a potential liability
      of a member of the Controlled Group to the PBGC or the Plan under Title IV
      of
      ERISA.




“ *U.S.
      Dollars* ”
and
      “ *$* ”
each
      means the lawful currency of the United States of America.




“ *Voting
      Stock* ”
of
      any
      Person means capital stock of any class or classes or other equity interests
      (however designated) having ordinary voting power for the election of directors
      or similar governing body of such Person.




“ *Welfare
      Plan* ”
means
      a
“welfare plan”, as such term is defined in section 3(1) of ERISA.




“ *Wholly-Owned
      Subsidiary* ”
means
      a
      Subsidiary of Borrower of which all of the issued and outstanding shares of
      stock or other equity interests (other than directors’ qualifying shares as
      required by law) shall be owned, directly or indirectly, by the
      Borrower.




Section
      1.2  *Interpretation* .
      The
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined. Whenever the context may require, any pronoun shall
      include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation”. The word “will” shall be construed to have the same
      meaning and effect as the word “shall”. Unless the context requires otherwise
      (a) any definition of or reference to any agreement, instrument or other
      document herein shall be construed as referring to such agreement, instrument
      or
      other document as from time to time amended, supplemented or otherwise modified
      (subject to any restrictions on such amendments, supplements or modifications
      set forth herein), (b) any reference herein to any Person shall be construed
      to
      include such Person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be




13


construed
        to refer to this Agreement in its entirety and not to any particular provision
        hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules
        shall be construed to refer to Articles and Sections of, and Exhibits and
        Schedules to, this Agreement and (e) the words “asset” and “property” shall be
        construed to have the same meaning and effect and to refer to any and all
        tangible and intangible assets and properties, including cash, securities,
        accounts and contract rights. All references to times of day in this Agreement
        shall be references to New York, New York time unless otherwise specifically
        provided. Where the character or amount of any asset or liability or item
        of
        income or expense is required to be determined or any consolidation or other
        accounting computation is required to be made for the purposes of this
        Agreement, the same shall be done in accordance with GAAP in effect on the
        Closing Date, to the extent applicable, except where such principles are
        inconsistent with the specific provisions of this Agreement.




SECTION
      2.    THE CREDITS




Section
      2.1  *The
      Revolving Loan Commitment* .
      Subject
      to the terms and conditions hereof (including Sections 6.1 and 6.2), each
      Lender, by its acceptance hereof, severally agrees to make a loan or loans
      (individually a “ *Loan* ”
and
      collectively “ *Loans* ”)
      to the
      Borrower from time to time on a revolving basis in U.S. Dollars in an aggregate
      outstanding amount up to the amount of its commitment set forth on Schedule
      2
      hereto (such amount, as reduced pursuant to Section 2.11(a), increased pursuant
      to Section 2.11(b) or Section 2.12, or changed as a result of one or more
      assignments under Section 11.8, its “ *Commitment* ”
and,
      cumulatively for all the Lenders, the “ *Commitments* ”)
      before
      the Termination Date; *provided* that the
      aggregate amount of Loans at any time outstanding shall not exceed the
      Commitments in effect at such time. On the Termination Date the Commitments
      shall terminate. Each Borrowing of Loans shall be made ratably from the Lenders
      in proportion to their respective Percentages. As provided in Section 2.4(a)
      hereof, the Borrower may elect that each Borrowing of Loans be either Base
      Rate
      Loans or Eurodollar Loans. Loans may be repaid and the principal amount thereof
      reborrowed before the Termination Date, subject to all the terms and conditions
      hereof. Unless an earlier maturity is provided for hereunder, all Loans shall
      mature and be due and payable on the Termination Date.




Section
      2.2  *Applicable
      Interest Rates.*


(a)  Base
      Rate
      Loans. Each Base Rate Loan made or maintained by a Lender shall bear interest
      during the period it is outstanding (computed (x) at all times the Base Rate
      is
      based on the rate described in clause (i) of the definition thereof, on the
      basis of a year of 365 or 366 days, as applicable, and actual days elapsed
      or
      (y) at all times the Base Rate is based on the rate described in clause (ii)
      of
      the definition thereof, on the basis of a year of 360 days and actual days
      elapsed) on the unpaid principal amount thereof from the date such Loan is
      advanced, continued or created by conversion from a Eurodollar Loan until
      maturity (whether by acceleration or otherwise) at a rate per annum equal to
      the
      sum of the Applicable Margin plus the Base Rate from time to time in effect,
      payable




14


on
        the
        last Business Day of each calendar quarter and at maturity (whether by
        acceleration or otherwise).




“Base
      Rate” means for any day the greater of:




(i)  the
      rate
      of interest announced by JPMorgan Chase Bank, N.A. from time to time as its
      prime rate, or equivalent, for U.S. Dollar loans within the United States as
      in
      effect on such day, with any change in the Base Rate resulting from a change
      in
      said prime rate to be effective as of the date of the relevant change in said
      prime rate; and




(ii)  the
      sum
      of (x) the Federal Funds Rate, plus (y) 1⁄2 of 1% (0.50%).




(b)  Eurodollar
      Loans. Each Eurodollar Loan made or maintained by a Lender shall bear interest
      during each Interest Period it is outstanding (computed on the basis of a year
      of 360 days and actual days elapsed) on the unpaid principal amount thereof
      from
      the date such Loan is advanced, continued, or created by conversion from a
      Base
      Rate Loan until maturity (whether by acceleration or otherwise) at a rate per
      annum equal to the sum of the Applicable Margin plus the Adjusted LIBOR
      applicable for such Interest Period, payable on the last day of the Interest
      Period and at maturity (whether by acceleration or otherwise), and, if the
      applicable Interest Period is longer than three months, on each day occurring
      every three months after the commencement of such Interest Period.




“Adjusted
      LIBOR” means, for any Borrowing of Eurodollar Loans, a rate per annum determined
      in accordance with the following formula:




Adjusted
                LIBOR
            =
            LIBOR1
                -
                Eurodollar Reserve Percentage





“LIBOR”
      means, for an Interest Period for a Borrowing of Eurodollar Loans, (a) the
      LIBOR
      Index Rate for such Interest Period, if such rate is available, and (b) if
      the
      LIBOR Index Rate cannot be determined, the arithmetical average of the rates
      of
      interest per annum (rounded upwards, if necessary, to the nearest one-sixteenth
      of one percent) at which deposits in U.S. Dollars, in immediately available
      funds are offered to the Administrative Agent at 11:00 a.m. (London, England
      time) two (2) Business Days before the beginning of such Interest Period by
      major banks in the interbank eurodollar market for delivery on the first day
      of
      and for a period equal to such Interest Period in an amount equal or comparable
      to the principal amount of the Eurodollar Loan scheduled to be made by each
      Lender as part of such Borrowing.




“LIBOR
      Index Rate” means, for any Interest Period, the rate per annum (rounded upwards,
      if necessary, to the next higher one-sixteenth of one percent) for deposits
      in
      U.S. Dollars for delivery on the first day of and for a period equal to such
      Interest Period in an amount equal or comparable to the principal amount of
      the
      Eurodollar Loan




15


scheduled
        to be made by each Lender as part of such Borrowing, which appears on the
        Applicable Telerate Page as of 11:00 a.m. (London, England time) on the day
        two
        (2) Business Days before the commencement of such Interest
        Period.




“Applicable
      Telerate Page” means the display page designated as “Page 3750” on the Telerate
      Service (or such other pages as may replace any such page on that service or
      such other service as may be nominated by the British Bankers’ Association as
      the information vendor for the purpose of displaying British Bankers’
Association Interest Settlement Rates for deposits in U.S.
      Dollars).




“Eurodollar
      Reserve Percentage” means for an Borrowing of Eurodollar Loans from any Lender,
      the daily average for the applicable Interest Period of the actual effective
      rate, expressed as a decimal, at which reserves (including, without limitation,
      any supplemental, marginal and emergency reserves) are maintained by such Lender
      during such Interest Period pursuant to Regulation D of the Board of Governors
      of the Federal Reserve System (or any successor) on “eurocurrency liabilities”,
      as defined in such Board’s Regulation D (or in respect of any other category of
      liabilities that includes deposits by reference to which the interest rate
      on
      Eurodollar Loans is determined or any category of extensions of credit or other
      assets that include loans by non-United States offices of any Lender to United
      States residents), subject to any amendments of such reserve requirement by
      such
      Board or its successor, taking into account any transitional adjustments
      thereto. For purposes of this definition, the Eurodollar Loans shall be deemed
      to be “eurocurrency liabilities” as defined in Regulation D without benefit or
      credit for any prorations, exemptions or offsets under Regulation
      D.




(c)  Rate
      Determinations. The Administrative Agent shall determine each interest rate
      applicable to Obligations, and a determination thereof by the Administrative
      Agent shall be conclusive and binding except in the case of manifest
      error.




Section
      2.3  *Minimum
      Borrowing Amounts* .
      Each
      Borrowing of Base Rate Loans and Eurodollar Loans shall be in an amount not
      less
      than (i) if such Borrowing is comprised of a Borrowing of Base Rate Loans,
      $1,000,000 and integral multiples of $500,000 in excess thereof, and (ii) if
      such Borrowing is comprised of a Borrowing of Eurodollar Loans, $2,000,000
      and
      integral multiples of $1,000,000 in excess thereof.




Section
      2.4  *Manner
      of Borrowing Loans and Designating Interest Rates Applicable to
      Loans* .




(a)  Notice
      to
      the Administrative Agent. The Borrower shall give notice to the Administrative
      Agent by no later than 11:00 a.m. (Chicago time) (i) at least three (3) Business
      Days before the date on which the Borrower requests the Lenders to advance
      a
      Borrowing of Eurodollar Loans, or (ii) on the date on which the Borrower
      requests the Lenders to advance a Borrowing of Base Rate Loans. The Loans
      included in each Borrowing shall bear interest initially at the type of rate
      specified in such notice of a new Borrowing. Thereafter, the Borrower may from
      time to time elect to change or continue the type of interest rate borne by
      each
      Borrowing or, subject to Section 2.3, a portion




16


thereof,
        as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day
        of the
        Interest Period applicable thereto, the Borrower may continue part or all
        of
        such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods
        specified by the Borrower or convert part or all of such Borrowing into Base
        Rate Loans, and (ii) if such Borrowing is of Base Rate Loans, on any Business
        Day, the Borrower may convert all or part of such Borrowing into Eurodollar
        Loans for an Interest Period or Interest Periods specified by the Borrower.
        The
        Borrower shall give all such notices requesting, the advance, continuation,
        or
        conversion of a Borrowing to the Administrative Agent by telephone, facsimile
        or
        electronic means (which notice shall be irrevocable once given and, if by
        telephone, shall be promptly confirmed in writing). Notices of the continuation
        of a Borrowing of Eurodollar Loans for an additional Interest Period or of
        the
        conversion of part or all of a Borrowing of Base Rate Loans into Eurodollar
        Loans must be given by no later than 12:00 noon (Chicago time) at least three
        (3) Business Days before the date of the requested continuation or conversion.
        Notices of the conversion of part or all of a Borrowing of Eurodollar Loans
        into
        Base Rate Loans must be given by no later than 11:00 a.m. (Chicago time)
        on the
        date of the requested conversion. All such notices concerning the advance,
        continuation, or conversion of a Borrowing shall be irrevocable once given
        and
        shall specify the date of the requested advance, continuation or conversion
        of a
        Borrowing (which shall be a Business Day), the amount of the requested Borrowing
        to be advanced, continued, or converted, the type of Loans to comprise such
        new,
        continued or converted Borrowing and, if such Borrowing is to be comprised
        of
        Eurodollar Loans, the Interest Period applicable thereto. All such notices
        shall
        be in the form of a Notice of Borrowing, unless otherwise consented to by
        the
        Administrative Agent; *provided* that the
        Borrower agrees that the Administrative Agent may rely on any telephonic,
        facsimile or electronic notice given by any person it in good faith believes
        is
        an Authorized Representative without the necessity of independent investigation,
        and in the event any such notice by telephone conflicts with any written
        confirmation, such telephonic notice shall govern if the Administrative Agent
        has acted in reliance thereon. There may be no more than six different Interest
        Periods in effect at any one time.




(b)  Notice
      to
      the Lenders. The Administrative Agent shall give prompt telephonic, facsimile
      or
      electronic notice to each Lender of any notice from the Borrower received
      pursuant to Section 2.4(a) above. The Administrative Agent shall give notice
      to
      the Borrower and each Lender by like means of the interest rate applicable
      to
      each Borrowing of Eurodollar Loans.




(c)  Borrower’s
      Failure to Notify. If the Borrower fails to give notice pursuant to Section
      2.4(a) above of the continuation or conversion of any outstanding principal
      amount of a Borrowing of Eurodollar Loans before the last day of its then
      current Interest Period within the period required by Section 2.4(a) and has
      not
      notified the Administrative Agent within the period required by Section 2.7(a)
      that it intends to prepay such Borrowing, such Borrowing shall automatically
      be
      converted into a Borrowing of Base Rate Loans, subject to Section 6.2 hereof.
      The Administrative Agent shall promptly notify the Lenders of the Borrower’s
      failure to so give a notice under Section 2.4(a).




17





(d)  Disbursement
      of Loans. Not later than 12:00 noon (New York time) on the date of any requested
      advance of a new Borrowing of Eurodollar Loans, and not later than 2:00 p.m.
      (New York time) on the date of any requested advance of a new Borrowing of
      Base
      Rate Loans, subject to Section 6 hereof, each Lender shall make available its
      Loan comprising part of such Borrowing in funds immediately available at the
      principal office of the Administrative Agent in New York, New York. The
      Administrative Agent shall make Loans available to Borrower at the
      Administrative Agent’s principal office in New York, New York or such other
      office as the Administrative Agent has previously agreed in writing to with
      Borrower, in each case in the type of funds received by the Administrative
      Agent
      from the Lenders.




(e)  Funding
      by Lenders; Presumption by Administrative Agent. Unless the Administrative
      Agent
      shall have received notice from a Lender prior to the proposed date of any
      Borrowing that such Lender will not make available to the Administrative Agent
      such Lender’s share of such Borrowing, the Administrative Agent may assume that
      such Lender has made such share available on such date in accordance with
      Section 2.4(d) and may, in reliance upon such assumption, make available to
      the
      applicable to the Borrower a corresponding amount. In such event, if a Lender
      has not in fact made its share of the applicable Borrowing available to the
      Administrative Agent, then the applicable Lender and the Borrower severally
      agree to pay to the Administrative Agent forthwith on demand such corresponding
      amount with interest thereon, for each day from and including the date such
      amount is made available to the Borrower to but excluding the date of payment
      to
      the Administrative Agent, at (i) in the case of a payment to be made by such
      Lender, the greater of the Federal Funds Rate and a rate determined by the
      Administrative Agent in accordance with banking industry rules on interbank
      compensation and (ii) in the case of a payment to be made by the Borrower,
      the
      interest rate applicable to such Loans. If the Borrower and such Lender shall
      pay such interest to the Administrative Agent for the same or an overlapping
      period, the Administrative Agent shall promptly remit to the Borrower the amount
      of such interest paid by the Borrower for such period. If such Lender pays
      such
      amount to the Administrative Agent, then such amount shall constitute such
      Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be
      without prejudice to any claim the Borrower may have against a Lender that
      shall
      have failed to make such payment to the Administrative Agent.




(f)  Payments
      by Borrower; Presumptions by Administrative Agent. Unless the Administrative
      Agent shall have received notice from the Borrower prior to the date on which
      any payment is due to the Administrative Agent for the account of the Lenders
      hereunder that the Borrower will not make such payment, the Administrative
      Agent
      may assume that the Borrower has made such payment on such date in accordance
      herewith and may, in reliance upon such assumption, distribute to the Lenders
      the amount due. In such event, if the Borrower has not in fact made such
      payment, then each of the Lenders severally agrees to repay to the
      Administrative Agent forthwith on demand the amount so distributed to such
      Lender, with interest thereon, for each day from and including the date such
      amount is distributed to it to but excluding the date of payment to the
      Administrative Agent, at the greater of the Federal Funds Rate and a rate
      determined by




18


the
        Administrative Agent in accordance with banking industry rules on interbank
        compensation.




Section
      2.5  *Interest
      Periods* .
      As
      provided in Section 2.4(a) hereof, at the time of each request of a Borrowing
      of
      Eurodollar Loans, the Borrower shall select an Interest Period applicable to
      such Loans from among the available options. The term “Interest Period” means
      the period commencing on the date a Borrowing of Eurodollar Loans is advanced,
      continued, or created by conversion and ending 1, 2, 3, or 6 months thereafter; *provided* ,
      however, that:




(a)  the
      Borrower may not select an Interest Period that extends beyond the Termination
      Date;




(b)  whenever
      the last day of any Interest Period would otherwise be a day that is not a
      Business Day, the last day of such Interest Period shall be extended to the
      next
      succeeding Business Day; *provided* that, if
      such extension would cause the last day of an Interest Period to occur in the
      following calendar month, the last day of such Interest Period shall be the
      immediately preceding Business Day; and




(c)  for
      purposes of determining an Interest Period, a month means a period starting
      on
      one day in a calendar month and ending on the numerically corresponding day
      in
      the next calendar month; *provided* ,
      however, that if there is no numerically corresponding day in the month in
      which
      such an Interest Period is to end or if such an Interest Period begins on the
      last Business Day of a calendar month, then such Interest Period shall end
      on
      the last Business Day of the calendar month in which such Interest Period is
      to
      end.




Section
      2.6  *Maturity
      of Loans* .
      Unless
      an earlier maturity is provided for hereunder (whether by acceleration or
      otherwise), all Obligations (including principal and interest on all outstanding
      Loans) shall mature and become due and payable on the Termination Date. The
      Borrower hereby promises to pay as and when due each Obligation owing by it.
      The
      Borrower hereby waives demand, presentment, protest or notice of any kind with
      respect to each such Obligation.




Section
      2.7  *Prepayments* . (a) Borrower
      may prepay without premium or penalty and in whole or in part (but, if in part,
      then (i) in an amount not less than $5,000,000 and integral multiples of
      $1,000,000 in excess thereof, and (ii) in an amount such that the minimum amount
      required for a Borrowing pursuant to Section 2.3 hereof remains outstanding)
      any
      Borrowing of Eurodollar Loans upon three (3) Business Days’ prior irrevocable
      notice to the Administrative Agent or, in the case of a Borrowing of Base Rate
      Loans, irrevocable notice delivered to the Administrative Agent no later than
      12:00 noon (Chicago time) on the date of prepayment, such prepayment to be
      made
      by the payment of the principal amount to be prepaid and accrued interest
      thereon to the date fixed for prepayment. In the case of Eurodollar Loans,
      any
      amounts owing under Section




19


2.10
        hereof as a result of such prepayment shall be paid contemporaneously with
        such
        prepayment. The Administrative Agent will promptly advise each Lender of
        any
        such prepayment notice it receives from the Borrower. Any amount paid or
        prepaid
        before the Termination Date may, subject to the terms and conditions of this
        Agreement, be borrowed, repaid and borrowed again.




(b)  If
      the
      aggregate amount of outstanding Loans shall at any time for any reason exceed
      the Commitments then in effect, the Borrower shall, immediately and without
      notice or demand, pay the amount of such excess to the Administrative Agent
      for
      the ratable benefit of the Lenders as a prepayment of the Loans and such
      prepayments shall not be subject to the provisions of Section 2.7(a).
      Immediately upon determining the need to make any such prepayment Borrower
      shall
      notify the Administrative Agent of such required prepayment. Each such
      prepayment shall be accompanied by a payment of all accrued and unpaid interest
      on the Loans prepaid and shall be subject to Section 2.10.




Section
      2.8  *Default
      Rate* .
      If any
      Obligation, is not paid when due (whether by acceleration or otherwise), or
      upon
      the occurrence of any Event of Default and notice from the Administrative Agent
      to the Borrower referencing such Event of Default and stating that the
      additional interest (" *Default
      Interest* ")
      specified in this Section 2.8 shall commence accruing, all Obligations shall,
      to
      the extent permitted by applicable law, bear interest (computed on the basis
      of
      a year of 360 days and actual days elapsed or, if based on the rate described
      in
      clause (i) of the definition of Base Rate, on the basis of a year of 365 or
      366
      days, as applicable, and the actual number of days elapsed) from the date such
      payment on such Obligations was due or such notice was delivered, until paid
      in
      full or such Event of Default is waived in accordance with the provisions of
      this Agreement, payable on demand, at a rate per annum equal to:




(a)  for
      any
      Obligation other than a Eurodollar Loan (including principal and interest
      relating to Base Rate Loans and interest on Eurodollar Loans), the sum of two
      percent (2%) plus the Applicable Margin applicable to Base Rate Loans plus
      the
      Base Rate from time to time in effect; and




(b)  for
      the
      principal of any Eurodollar Loan, the sum of two percent (2%) plus the rate
      of
      interest in effect thereon at the time of such default until the end of the
      Interest Period applicable thereto and, thereafter, at a rate per annum equal
      to
      the sum of two percent (2%) plus the Applicable Margin applicable to Base Rate
      Loans plus the Base Rate from time to time in effect;




*provided,
      however,* that
      following acceleration of the Loans pursuant to Section 8.3, Default Interest
      shall accrue and be payable hereunder whether or not previously required by
      the
      Administrative Agent.




20





Section
      2.9  *Evidence
      of Debt* . (a) Each
      Lender shall maintain in accordance with its usual practice an account or
      accounts evidencing the indebtedness of the Borrower to such Lender resulting
      from each Loan owing to such Lender from time to time, including the amounts
      of
      principal and interest payable and paid to such Lender from time to time
      hereunder in respect of Loans. The Borrower agrees that upon notice by any
      Lender to the Borrower (with a copy of such notice to the Administrative Agent)
      to the effect that a Note is required or appropriate in order for such Lender
      to
      evidence (whether for purposes of pledge, enforcement or otherwise) the Loans
      owing to, or to be made by, such Lender under the Credit Documents, the Borrower
      shall promptly execute and deliver to such Lender a promissory note in the
      form
      of Exhibit A hereto (each such promissory note is hereinafter referred to as
      a
“ *Note* ”
and
      collectively such promissory notes are referred to as the “ *Notes* ”).




(b)  The
      Register maintained by the Administrative Agent pursuant to Section 11.8(c)
      shall include a control account, and a subsidiary account for each Lender,
      in
      which accounts (taken together) shall be recorded (i) the date and amount of
      each Borrowing made hereunder, the type of Loan comprising such Borrowing and,
      if appropriate, the Interest Period applicable thereto, (ii) the terms of each
      Assignment and Acceptance delivered to and accepted by it, (iii) the amount
      of
      any principal or interest due and payable or to become due and payable from
      the
      Borrower to each Lender hereunder and (iv) the amount of any sum received by
      the
      Administrative Agent from the Borrower hereunder and each Lender’s share
      thereof.




(c)  Entries
      made in good faith by the Administrative Agent in the Register pursuant to
      subsection (b) above, and by each Lender in its account or accounts pursuant
      to
      subsection (a) above, shall be prima facie evidence of the amount of principal
      and interest due and payable or to become due and payable from the Borrower
      to,
      in the case of the Register, each Lender and, in the case of such account or
      accounts, such Lender, under this Agreement, absent manifest error; *provided* ,
      however, that the failure of the Administrative Agent or such Lender to make
      an
      entry, or any finding that an entry is incorrect, in the Register or such
      account or accounts shall not limit or otherwise affect the obligations of
      the
      Borrower under this Agreement.




Section
      2.10  *Funding
      Indemnity* .
      If any
      Lender shall incur any loss, cost or expense (including, without limitation,
      any
      loss, cost or expense (excluding loss of margin) incurred by reason of the
      liquidation or re-employment of deposits or other funds acquired by such Lender
      to fund or maintain any Eurodollar Loan or the relending or reinvesting of
      such
      deposits or amounts paid or prepaid to such Lender) as a result of:




(a)  any
      payment (whether by acceleration, pursuant to Section 9.5 or otherwise),
      prepayment or conversion of a Eurodollar Loan on a date other than the last
      day
      of its Interest Period,




(b)  any
      failure (because of a failure to meet the conditions of Section 6 or otherwise)
      by the Borrower to borrow or continue a Eurodollar Loan, or to convert a Base
      Rate Loan into a Eurodollar Loan,




21


on the date specified in a notice given pursuant to Section 2.4(a) or
        established pursuant to Section 2.4(c) hereof,




(c)  any
      failure by the Borrower to make any payment or prepayment of principal on any
      Eurodollar Loan when due (whether by acceleration or otherwise), or




(d)  any
      acceleration of the maturity of a Eurodollar Loan as a result of the occurrence
      of any Event of Default hereunder,




then,
      upon the demand of such Lender, the Borrower shall pay to such Lender such
      amount as will reimburse such Lender for such loss, cost or expense. If any
      Lender makes such a claim for compensation, it shall provide to the Borrower,
      with a copy to the Administrative Agent, a certificate executed by an officer
      of
      such Lender setting forth the amount of such loss, cost or expense in reasonable
      detail (including an explanation of the basis for and the computation of such
      loss, cost or expense) and the amounts shown on such certificate if reasonably
      calculated shall be prima facie evidence of the amount of such loss, cost or
      expense.




Section
      2.11  *Commitments* . (a) Borrower
      shall have the right at any time and from time to time, upon five (5) Business
      Days’ prior written notice to the Administrative Agent, to reduce or terminate
      the Commitments without premium or penalty, in whole or in part, any partial
      termination or reduction to be (i) in an amount not less than $5,000,000 and
      integral multiples of $1,000,000 in excess thereof, and (ii) allocated ratably
      among the Lenders in proportion to their respective Percentages; *provided* that the
      Commitments may not be reduced to an amount less than the amount of the Loans
      then outstanding. The Administrative Agent shall give prompt notice to each
      Lender of any reduction or termination of Commitments. Any reduction or
      termination of Commitments pursuant to this Section 2.11 may not be
      reinstated.




(b)  The
      Borrower and the Administrative Agent may from time to time add additional
      financial institutions as parties to this Agreement or, with the written consent
      of an existing Lender, increase the Commitment of such existing Lender (any
      such
      financial institution or existing Lender which is increasing its commitment
      being referred to as an “ *Added
      Lender* ”)
      pursuant to documentation satisfactory to the Borrower and the Administrative
      Agent and any such Added Lender shall for all purposes be considered a Lender
      for purposes of this Agreement and the other Credit Documents with a Commitment
      as set forth in such documentation. Any such Added Lender shall on the date
      it
      is deemed a party to this Agreement purchase from the other Lenders its
      Percentage (or the increase in its Percentage, in the case of an Added Lender
      which is an existing Lender) of the Loans outstanding. Notwithstanding anything
      contained in this Section 2.11(b) to the contrary, but subject to Section 2.12,
      the aggregate amount of Commitments may not at any time exceed $400,000,000
      without the consent of the Required Lenders.




22





Section
      2.12  *Increase
      in the Aggregate Commitments* (a) The
      Borrower may, at any time prior to the Termination Date but in any event not
      more than twice, by notice to the Administrative Agent and in accordance with
      Section 2.12(b), request that the aggregate amount of the Commitments be
      increased by an amount of $25,000,000 or an integral multiple thereof (each
      a
      " *Commitment
      Increase* ")
      to be
      effective as of a date that is at least 90 days prior to the scheduled
      Termination Date then in effect (the " *Increase
      Date* ")
      as
      specified in the related notice to the Administrative Agent; *provided,
      however* that (i)
      in no event shall the aggregate amount of the Commitments at any time exceed
      $500,000,000, (ii) on the date of any request by the Borrower for a Commitment
      Increase and on the related Increase Date the applicable conditions set forth
      in
      Sections 3.2 and 6.2 shall be satisfied and (iii) prior to the effectiveness
      of
      any such increase, the Borrower shall deliver a certified copy of their Board
      of
      Directors' resolutions authorizing such increase.




(b) The
      Administrative Agent shall promptly notify the Lenders of a request by the
      Borrower for a Commitment Increase, which notice shall include (i) the proposed
      amount of such requested Commitment Increase, (ii) the proposed Increase Date
      and (iii) the date by which Lenders wishing to participate in the Commitment
      Increase must commit to an increase in the amount of their respective
      Commitments (the " *Commitment
      Date* ").
      Each
      Lender that is willing to participate in such requested Commitment Increase
      (each an " *Increasing
      Lender* ")
      shall,
      in its sole discretion, give written notice to the Administrative Agent on
      or
      prior to the Commitment Date of the amount by which it is willing to increase
      its Commitment. Failure of a Lender to provide any such notice shall be
      considered a rejection of an offer to increase its commitment. If the Lenders
      notify the Administrative Agent that they are willing to increase the amount
      of
      their respective Commitments by an aggregate amount that exceeds the amount
      of
      the requested Commitment Increase, the requested Commitment Increase shall
      be
      allocated among the Lenders willing to participate therein in such amounts
      as
      are agreed between the Borrower and the Administrative Agent.




(c) Promptly
      following each Commitment Date, the Administrative Agent shall notify the
      Borrower as to the amount, if any, by which the Lenders are willing to
      participate in the requested Commitment Increase. If the aggregate amount by
      which the Lenders are willing to participate in any requested Commitment
      Increase on any such Commitment Date is less than the requested Commitment
      Increase, then the Borrower may extend offers to one or more Eligible Assignees
      to participate in any portion of the requested Commitment Increase that has
      not
      been committed to by the Lenders as of the applicable Commitment Date; *provided,
      however* ,
      that
      the Commitment of each such Eligible Assignee shall be in an amount not less
      than $5,000,000.




(d) On
      each
      Increase Date, each Eligible Assignee that accepts an offer to participate
      in a
      Commitment Increase requested in accordance with Section 2.12(a) (each such
      Eligible Assignee, an " *Assuming
      Lender* ")
      shall
      become a Lender party to this Agreement as of such Increase Date and the
      Commitment of each Increasing Lender for such requested Commitment Increase
      shall be increased by the amount of the Commitment Increase so requested (or
      by
      the amount allocated to such Lender pursuant




23


to
        the
        last sentence of Section 2.12(b)) as of such Increase Date. On each Increase
        Date, the Administrative Agent shall notify the Lenders (including, without
        limitation, each Assuming Lender) and the Borrower, on or before 11:00 A.M.
        (Chicago time), by telecopier, of the occurrence of the Commitment Increase
        to
        be effected on such Increase Date and shall record in the Register the relevant
        information with respect to each Increasing Lender and each Assuming Lender
        on
        such date. Each Increasing Lender and each Assuming Lender shall, before
        2:00
        P.M. (Chicago time) on the Increase Date, make available for the account
        of its
        applicable lending office to the account of the Administrative Agent, in
        same
        day funds, in the case of such Assuming Lender, an amount equal to such Assuming
        Lender's ratable portion of the Borrowings then outstanding (calculated based
        on
        its Commitment as a percentage of the aggregate Commitments outstanding after
        giving effect to the relevant Commitment Increase) and, in the case of such
        Increasing Lender, an amount equal to the excess of (i) such Increasing Lender's
        ratable portion of the Borrowings then outstanding (calculated based on its
        Commitment as a percentage of the aggregate Commitments outstanding after
        giving
        effect to the relevant Commitment Increase) over (ii) such Increasing Lender's
        ratable portion of the Borrowings then outstanding (calculated based on its
        Commitment (without giving effect to the relevant Commitment Increase) as
        a
        percentage of the aggregate Commitments (without giving effect to the relevant
        Commitment Increase). After the Administrative Agent's receipt of such funds
        from each such Increasing Lender and each such Assuming Lender, the
        Administrative Agent will promptly thereafter cause to be distributed like
        funds
        to the other Lenders for the account of their respective applicable lending
        offices in an amount to each other Lender such that the aggregate amount
        of the
        outstanding Loans owing to each Lender after giving effect to such distribution
        equals such Lender's ratable portion of the Borrowings then outstanding
        (calculated based on its Commitment as a percentage of the aggregate Commitments
        outstanding after giving effect to the relevant Commitment
        Increase).




SECTION
      3.    FEES AND EXTENSIONS.




Section
      3.1  *Fees* .




(a)  Facility
      Fee. From and after the Closing Date, Borrower shall pay to the Administrative
      Agent for the ratable account of the Lenders in accordance with their
      Percentages a facility fee accruing at a rate per annum equal to the Facility
      Fee Rate on the average daily amount of the Commitments (whether used or
      unused), or if the Commitments have expired or terminated, on the principal
      amount of Loans then outstanding. Such facility fee is payable in arrears on
      the
      last Business Day of each calendar quarter and on the Termination Date, and
      if
      the Commitments are terminated in whole prior to the Termination Date, the
      fee
      for the period to but not including the date of such termination shall be paid
      in whole on the date of such termination.




(b)  Utilization
      Fees. For any day on which the aggregate amount of Loans then outstanding
      exceeds fifty percent (50%) of the Commitments then in effect, or if any Loans
      remain outstanding after the Commitments have been terminated, then Borrower
      shall pay to the Administrative Agent for the ratable account of the Lenders
      in




24


accordance
        with their Percentages a utilization fee accruing at a rate per annum equal
        to
        the Utilization Fee Rate on the aggregate amount of Loans outstanding on
        such
        date. Such utilization fee is payable in arrears on the last Business Day
        of
        each calendar quarter and on the Termination Date, and if the Commitments
        are
        terminated in whole prior to the Termination Date, the fee for the period
        to but
        not including the date of such termination shall be paid in whole on the
        date of
        such termination.




(c)  Administrative
      Agent Fees. The Borrower shall pay to the Joint Lead-Arrangers and the
      Administrative Agent for their sole account the fees agreed to by the Borrower
      in the Fee Letters or as otherwise agreed among them in writing.




(d)  Fee
      Calculations. All fees payable under this Agreement shall be payable in U.S.
      Dollars and shall be computed on the basis of a year of 360 days, for the actual
      number of days elapsed. All determinations of the amount of fees owing hereunder
      (and the components thereof) shall be made by the Administrative Agent and
      shall
      be prima facie evidence of the amount of such fee.




Section
      3.2  *Extensions* .




(a)  Requests
      for Extension. The Borrower may, by notice to the Administrative Agent (which
      shall promptly notify the Lenders) not earlier than 45 days and not later than
      35 days prior to the Termination Date then in effect hereunder (the
“ *Existing
      Termination Date* ”),
      request that each Lender extend such Lender’s Termination Date for an additional
      210 days from the Existing Termination Date.




(b)  Lender
      Elections to Extend. Each Lender, acting in its sole and individual discretion,
      shall, by notice to the Administrative Agent given not earlier than 30 days
      prior to the Existing Termination Date and not later than the date (the
“ *Notice
      Date* ”)
      that
      is 20 days prior to the Existing Termination Date, advise the Administrative
      Agent whether or not such Lender agrees to such extension and each Lender that
      determines not to so extend its Commitment Termination Date (a “ *Non-Extending
      Lender* ”)
      shall
      notify the Administrative Agent of such fact promptly after such determination
      (but in any event no later than the Notice Date) and any Lender that does not
      so
      advise the Administrative Agent on or before the Notice Date shall be deemed
      to
      be a Non-Extending Lender. The election of any Lender to agree to such extension
      shall not obligate any other Lender to so agree.




(c)  Notification
      by Administrative Agent. The Administrative Agent shall notify the Borrower
      of
      each Lender’s determination under this Section no later than the date 15 days
      prior to the Existing Termination Date (or, if such date is not a Business
      Day,
      on the next preceding Business Day).




(d)  Additional
      Commitment Lenders. The Borrower shall have the right on or before the Existing
      Termination Date to replace each Non-Extending Lender with, and add as “Lenders”
under this Agreement in place thereof, one or more Eligible Assignees (each,
      an
“ *Additional
      Commitment Lender* ”)
      with
      the approval of the Administrative




25


Agent
        (which approval shall not be unreasonably withheld). Each Additional Commitment
        Lender shall enter into an agreement in form and substance satisfactory to
        the
        Borrower and the Administrative Agent pursuant to which such Additional
        Commitment Lender shall, effective as of the Existing Termination Date,
        undertake a Commitment (and, if any such Additional Commitment Lender is
        already
        a Lender, its Commitment shall be in addition to such Lender’s Commitment
        hereunder on such date).




(e)  Minimum
      Extension Requirement. If (and only if) the Required Lenders have agreed to
      extend their Termination Date, then, effective as of the Existing Termination
      Date, the Termination Date of each Extending Lender and of each Additional
      Commitment Lender shall be extended to the date falling 210 days after the
      Existing Termination Date (except that, if such date is not a Business Day,
      such
      Commitment Date as so extended shall be the next preceding Business Day) and
      each Additional Commitment Lender shall thereupon become a “Lender” for all
      purposes of this Agreement.




(f)  Conditions
      to Effectiveness of Extensions. Notwithstanding the foregoing, the extension
      of
      the Termination Date pursuant to this Section shall not be effective with
      respect to any Lender unless:




(x)  no
      Default or Event of Default shall have occurred and be continuing on the date
      of
      such extension and after giving effect thereto;




(y)  the
      representations and warranties contained in this Agreement are true and correct
      on and as of the date of such extension and after giving effect thereto, as
      though made on and as of such date (or, if any such representation or warranty
      is expressly stated to have been made as of a specific date, as of such specific
      date); and




(z)  on
      or
      before the Termination Date of each Non-Extending Lender, (1) the Borrower
      shall
      have paid in full the principal of and interest on all of the Loans made by
      such
      Non-Extending Lender to the Borrower hereunder and (2) the Borrower shall have
      paid in full all other Obligations owing to such Lender hereunder.







SECTION
      4.    PLACE AND APPLICATION OF PAYMENTS.






All
      payments of principal of and interest on the Loan, and all other Obligations
      payable by the Borrower under the Credit Documents shall be made by Borrower
      in
      U.S. Dollars to the Administrative Agent by no later than 1:00 p.m. (Chicago
      time) on the due date thereof at the principal office of the Administrative
      Agent in New York, New York pursuant to the payment instructions set forth
      on
      Part A of Schedule 4 hereof (or such other location in the United States as
      the
      Administrative Agent may designate to Borrower) for the benefit of the Person
      or
      Persons entitled thereto. Any payments




26


received
        after such time shall be deemed to have been received by the Administrative
        Agent on the next Business Day. All such payments shall be made free and
        clear
        of, and without deduction for, any set-off, defense, counterclaim, levy,
        or any
        other deduction of any kind in immediately available funds at the place of
        payment. The Administrative Agent, will promptly thereafter cause to be
        distributed like funds relating to the payment of principal or interest on
        Loans
        or applicable fees ratably to the Lenders and like funds relating to the
        payment
        of any other amount payable to any Person to such Person, in each case to
        be
        applied in accordance with the terms of this Agreement.




SECTION
      5.    REPRESENTATION AND WARRANTIES.






The
      Borrower hereby represents and warrants to each Lender as to itself and, where
      the following representations and warranties apply to its Subsidiaries or
      Material Subsidiaries, as to each Subsidiary or Material Subsidiary, as
      applicable, of the Borrower, as follows:




Section
      5.1  *Corporate
      Organization and Authority* .
      The
      Borrower is (i) duly organized and existing in good standing under the laws
      of
      the State of Illinois; (ii) has all necessary corporate power to carry on its
      present business; and (iii) is duly licensed or qualified and in good standing
      in each jurisdiction in which the nature of the business transacted by it or
      the
      nature of the Property owned or leased by it makes such licensing, qualification
      or good standing necessary and in which the failure to be so licensed, qualified
      or in good standing would have a Material Adverse Effect.




Section
      5.2  *Subsidiaries* .
      Schedule 5.2 (as updated from time to time pursuant to Section 7.1) hereto
      identifies each Material Subsidiary, such Material Subsidiary’s jurisdiction of
      incorporation or formation, the percentage of issued and outstanding shares
      of
      each class of such Material Subsidiary’s capital stock or other equity interests
      owned by the Borrower and/or the Borrower’s Subsidiaries and, if such percentage
      is not one hundred percent (100%) (excluding directors’ qualifying shares as
      required by law), a description of each class of its authorized capital stock
      and the number of shares or equity interests of each class issued and
      outstanding. Each Material Subsidiary is duly formed and existing in good
      standing under the laws of the jurisdiction of its formation, has all necessary
      organizational power to carry on its present business, and is duly licensed
      or
      qualified and in good standing in each jurisdiction in which the nature of
      the
      business transacted by it or the nature of the Property owned or leased by
      it
      makes such licensing or qualification necessary and in which the failure to
      be
      so licensed or qualified would have a Material Adverse Effect. All of the issued
      and outstanding shares of capital stock or other equity interests, as
      applicable, of each Material Subsidiary owned directly or indirectly by the
      Borrower are validly issued and outstanding and fully paid and nonassessable.
      All such shares and other equity interests owned by the Borrower are owned
      beneficially, and of record, free of any Lien, except as permitted in Section
      7.9.




Section
      5.3  *Corporate
      Authority and Validity of Obligations* .
      The
      Borrower has all necessary corporate power and authority to execute, deliver
      and
      perform




27


its
        obligations under this Agreement and the Notes and to consummate the
        transactions herein contemplated, and the execution, delivery and performance,
        and the consummation of the transactions herein contemplated, by the Borrower
        of
        this Agreement and the Notes have been duly authorized by all necessary
        corporate action on its part; and this Agreement has been duly and validly
        executed and delivered by the Borrower and constitutes, and the Notes when
        executed and delivered for value will constitute, its legal, valid and binding
        obligation, enforceable in accordance with their terms, subject to the effect
        of
        any applicable bankruptcy, insolvency, reorganization or moratorium or similar
        laws affecting the rights of creditors generally and subject to general
        principles of equity (regardless of whether enforcement is sought in a
        proceeding at law or in equity).




Section
      5.4  *Financial
      Statements* .
      The
      consolidated balance sheet and consolidated statement of capitalization of
      Nicor
      as of December 31, 2005 and the notes thereto (the “ *12/31
      Financials* ”)
      and
      the related consolidated statements of operations and cash flows of Nicor for
      the fiscal year ended on said date, and the unaudited consolidated balance
      sheet
      of Nicor as of June 30, 2006 and the notes thereto (the “ *6/30
      Financials* ”)
      and
      the related consolidated statements of income and cash flows of Nicor for the
      6-month period ended on such date, heretofore furnished to the Lenders, are
      complete and correct and fairly present the consolidated financial condition
      of
      Nicor as of said dates, and the results of its operations for the fiscal year
      and 6-month period ended on said dates (subject, in the case of the 6/30
      Financials to normal year-end audit adjustments). On said dates the Borrower
      did
      not have any material contingent liabilities, liabilities for taxes, unusual
      forward or long-term commitments or unrealized or anticipated losses from any
      unfavorable commitments, except as referred to or reflected or provided for
      in
      the 12/31 Financials and the 6/30 Financials as of said dates or as previously
      disclosed in the SEC Disclosure Documents. From the period commencing December
      31, 2005 and ending on the Closing Date, there has been no event or series
      of
      events which has resulted in, or reasonably could be expected to result in,
      a
      Material Adverse Effect.




Section
      5.5  *No
      Litigation; No Labor Controversies* . (a) Except
      as previously disclosed in the SEC Disclosure Documents, as of the Closing
      Date,
      there are no legal or arbitral proceedings or any proceedings by or before
      any
      Governmental Authority or agency, now pending or (to the knowledge of the
      Borrower) threatened against the Borrower as to which there is a reasonable
      possibility of an adverse determination and which, if adversely determined,
      could have a Material Adverse Effect during the term of this
      Agreement.




(b)  There
      are
      no labor controversies pending or, to the best knowledge of Borrower, threatened
      against the Borrower or any Subsidiary of the Borrower which could (individually
      or in the aggregate) have a Material Adverse Effect.




Section
      5.6  *Taxes* .
      The
      Borrower has filed all United States Federal income tax returns and all other
      material tax returns which are required to be filed by it and has paid all
      taxes
      due pursuant to such returns or pursuant to any assessment received by the
      Borrower except for any such taxes that are being contested in good faith and
      by




28


proper
        proceedings and against which adequate reserves are being maintained. The
        charges, accruals and reserves on the books of the Borrower in respect of
        taxes
        are in conformance with GAAP.




Section
      5.7  *Approvals* .
      No
      authorization, consent, approval, license, exemption, filing or registration
      with any court or Governmental Authority, nor any approval or consent of the
      stockholders of the Borrower or any Subsidiary of the Borrower or from any
      other
      Person, is necessary to the valid execution, delivery or performance by the
      Borrower or any Subsidiary of the Borrower of any Credit Document to which
      it is
      a party.




Section
      5.8  *ERISA* .
      During
      the twelve consecutive-month period prior to the date of the execution and
      delivery of this Agreement and prior to the date of any Borrowing, no steps
      have
      been taken to terminate or completely or partially withdraw from any Pension
      Plan, and no contribution failure has occurred with respect to any Pension
      Plan
      sufficient to give rise to a Lien under section 302 (f) of ERISA. No condition
      exists or event or transaction has occurred with respect to any Pension Plan
      which might result in the incurrence by the Borrower or any member of the
      Controlled Group of any material liability, fine or penalty. Except as
      previously disclosed in the SEC Disclosure Documents, the Borrower does not
      have
      any contingent liability with respect to any post-retirement benefit under
      a
      Welfare Plan, other than liability for continuation coverage described in Part
      6
      of Title I of ERISA.




Section
      5.9  *Government
      Regulation* .
      Neither
      Borrower nor any Subsidiary of Borrower is an “investment company” within the
      meaning of the Investment Company Act of 1940, as amended.




Section
      5.10  *Margin
      Stock; Use of Proceeds* .
      The
      Borrower is not engaged in the business of extending credit for the purpose
      of
      purchasing or carrying margin stock, and no proceeds of any borrowings hereunder
      will be used for a purpose which violates, or would be inconsistent with, F.R.S.
      Board Regulation U or X, or any official rulings on or interpretations of such
      regulations. Terms for which meanings are provided in F.R.S. Board Regulation
      U
      or X or any regulations substituted therefor, as from time to time in effect,
      are used in this Section 5.10 with such meanings. The proceeds of the Loans
      will
      be used solely to provide back-up for commercial paper, the proceeds of which
      will be used or have been used to purchase natural gas and for other general
      corporate purposes.




Section
      5.11  *Environmental
      Warranties* .
      Except
      as previously disclosed in the SEC Disclosure Documents, as of the Closing
      Date:




(a)  all
      facilities and Property (including underlying groundwater) owned, operated
      or
      leased by the Borrower are in material compliance with all Environmental Laws,
      except for such instances of noncompliance as are unlikely, singly or in the
      aggregate, to have a Material Adverse Effect;




29





(b)  there
      have been no past, and there are no pending or threatened:




(i)  claims,
      complaints, notices or requests for information received by the Borrower with
      respect to any alleged violation of any Environmental Law or,




(ii)  complaints,
      notices or inquiries to the Borrower regarding potential liability under any
      Environmental Law;




except
      as
      are unlikely, singly or in the aggregate, to have a Material Adverse
      Effect;




(c)  there
      have been no Releases of Hazardous Materials at, on or under any Property now
      or
      previously owned, operated or leased by the Borrower that, singly or in the
      aggregate, are reasonably likely to have a Material Adverse Effect;




(d)  the
      Borrower has been issued and is in material compliance with all permits,
      certificates, approvals, licenses and other authorizations relating to
      environmental matters and necessary for its businesses, except where the failure
      to maintain or comply with any of the foregoing is not reasonably likely to
      have
      a Material Adverse Effect during the term of this Agreement;




(e)  there
      are
      no underground storage tanks, active or abandoned, including petroleum storage
      tanks, on or under any Property now or previously owned, operated or leased
      by
      the Borrower, singly or in aggregate, that are reasonably likely to have a
      Material Adverse Effect;




(f)  the
      Borrower has not directly transported or directly arranged for the
      transportation of any Hazardous Material to any location which is listed or
      proposed for listing on the National Priorities List pursuant to CERCLA, on
      the
      CERCLIS or on any similar state list or which is the subject of Federal, state
      or local enforcement actions or other investigations which may lead to material
      claims against the Borrower for any remedial work, damage to natural resources
      or personal injury, including claims under CERCLA that, singly or in the
      aggregate, are reasonably likely to have a Material Adverse Effect during the
      term of this Agreement;




(g)  there
      are
      no polychlorinated biphenyls or friable asbestos present at any Property now
      or
      previously owned, operated or leased by the Borrower that, singly or in the
      aggregate, are reasonably likely to have a Material Adverse Effect during the
      term of this Agreement; and




(h)  no
      conditions exist at, on or under any Property now or previously owned or leased
      by the Borrower which, with the passage of time, or the giving of notice or
      both, would give rise to liability under any Environmental Law, which would
      have
      a Material Adverse Effect during the term of this Agreement.




30





Section
      5.12  *Ownership
      of Property; Liens* .
      The
      Borrower and each Subsidiary of the Borrower owns good title to, or a valid
      leasehold interest in, or other enforceable interest in, its Property to the
      extent owned or leased by it (except where the failure to have such title,
      a
      valid leasehold interest or other enforceable interest is not reasonably likely
      to have a Material Adverse Effect) free and clear of all Liens, except as
      permitted in Section 7.9.




Section
      5.13  *Compliance
      with Agreements* .
      None of
      the execution and delivery of this Agreement and the Notes, the consummation
      of
      the transactions herein contemplated and compliance with the terms and
      provisions hereof will conflict with or result in a breach of, or require any
      consent under, (i) the charter or by-laws of the Borrower, or (ii) any
      applicable law or regulation, or any order, writ, injunction or decree of any
      court or Governmental Authority, or (iii) any Contractual Obligation to which
      the Borrower is a party or by which it is bound or to which it is subject,
      or
      constitute a default under any such Contractual Obligation, or result in the
      creation or imposition of any Lien upon any of the revenues or assets of the
      Borrower pursuant to the terms of any such Contractual Obligation except in
      the
      case of this clause (iii) as would not have a Material Adverse
      Effect.




Section
      5.14  *Full
      Disclosure* .
      All
      factual information heretofore or contemporaneously furnished by or on behalf
      of
      the Borrower in writing to the Administrative Agent or the Lenders for purposes
      of or in connection with this Agreement or any transaction contemplated hereby
      is, and all other such factual information hereafter furnished by or on behalf
      of the Borrower will be, true and accurate in every material respect on the
      date
      as of which such information is dated or certified and as of the date of
      execution and delivery of this Agreement by the Lenders, and such information
      is
      not, or shall not be, as the case may be, incomplete by omitting to state any
      material fact necessary to make such information not misleading.




Section
      5.15  *Solvency* .
      The
      Borrower and each of its Material Subsidiaries, individually and on a
      consolidated basis, is Solvent.




SECTION
      6.    CONDITIONS PRECEDENT.






The
      obligation of each Lender to effect a Borrowing shall be subject to the
      following conditions precedent:




Section
      6.1  *Initial
      Borrowing* .
      Before
      or concurrently with the initial Borrowing:




(a)  The
      Administrative Agent shall have received the favorable written opinion of Latham
      & Watkins, counsel to Borrower;




(b)  The
      Administrative Agent shall have received copies of the Borrower’s (i) Articles
      of Incorporation, together with all amendments and (ii) bylaws (or comparable
      constituent documents) and any amendments




31





thereto,
      certified in each instance by its Secretary or an Assistant
      Secretary;




(c)  The
      Administrative Agent shall have received copies of resolutions of the Borrower’s
      Board of Directors authorizing the execution and delivery of the Credit
      Documents and the consummation of the transactions contemplated thereby together
      with specimen signatures of the persons authorized to execute such documents
      on
      the Borrower’s behalf, all certified in each instance by its Secretary or
      Assistant Secretary;




(d)  The
      Administrative Agent shall have received for each Lender that requests a Note,
      such Lender’s duly executed Note of the Borrower dated the date hereof and
      otherwise in compliance with the provisions of Section 2.9(a)
      hereof;




(e)  The
      Administrative Agent shall have received a duly executed counterpart of this
      Agreement from each of the Lenders and the Borrower;




(f)  The
      Administrative Agent shall have received a duly executed Compliance Certificate
      containing financial information as of June 30, 2006;




(g)  Except
      as
      set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries
      shall have, during the period from June 30, 2006 to the Closing Date, issued,
      incurred, assumed, created, become liable for, contingently or otherwise, any
      material Indebtedness other than the issuance of commercial paper consistent
      with past practices;




(h)  The
      Borrower shall have paid to each Lender the applicable fees for providing its
      Commitment under this Agreement;




(i)  The
      Borrower shall have delivered the SEC Disclosure Documents which Nicor or the
      Borrower shall have filed with the Securities and Exchange Commission (or any
      governmental agency substituted therefore) or any national securities exchange
      on or after January 1, 2006; and




(j)  The
      Administrative Agent shall have received such other documents and information
      as
      it may reasonably request.




By
      executing this Agreement, the Administrative Agent and each of the Lenders
      agrees that each condition set forth in this Section 6.1 has been
      satisfied.




Section
      6.2  *All
      Borrowings* .
      As of
      the time of each Borrowing hereunder (other than the continuation of a
      Eurodollar Loan or the conversion of a Base Rate Loan to a Eurodollar Loan
      or a
      Eurodollar Loan to a Base Rate Loan):




32





(a)  The
      Administrative Agent shall have received the notice required by Section 2.4
      hereof;




(b)  Each
      of
      the representations and warranties set forth in Section 5 hereof shall be and
      remain true and correct in all material respects as of said time, except that
      if
      any such representation or warranty relates solely to an earlier date it need
      only remain true as of such date (including, but not limited to, the
      representations and warranties set forth in the last sentence of Section 5.4
      and
      in Sections 5.5(a) and 5.11, which shall be true and correct in all material
      respects as of the Closing Date only); and




(c)  No
      Default or Event of Default shall have occurred and be continuing or would
      occur
      as a result of such Borrowing.




(d)  Each
      request for a Borrowing shall be deemed to be a representation and warranty
      by
      Borrower on the date of such Borrowing as to the facts specified in paragraphs
      (b) and (c) of this Section 6.2.




SECTION
      7.     COVENANTS.






The
      Borrower covenants and agrees that, so long as any Note or Loan is outstanding
      hereunder, or any Commitment is available to or in use by the Borrower
      hereunder, except to the extent compliance in any case is waived in writing
      by
      the Required Lenders:




Section
      7.1  *Corporate
      Existence; Material Subsidiaries* .
      The
      Borrower shall, and shall cause each of its Material Subsidiaries to, preserve
      and maintain its corporate existence and all of its material rights, privileges
      and franchises if failure to maintain such existence, rights, privileges or
      franchises would materially and adversely affect the financial condition or
      operations of, or the business taken as a whole, of the Borrower. Together
      with
      any financial statements delivered pursuant to Section 7.6 hereof, Borrower
      shall deliver an updated Schedule 5.2 to reflect any changes from the existing
      Schedule 5.2.




Section
      7.2  *Maintenance* .
      The
      Borrower will maintain all of its Properties used or useful in its business
      in
      good working order and condition, ordinary wear and tear excepted, except where
      the failure to maintain such Property is not reasonably likely to have a
      Material Adverse Effect.




Section
      7.3  *Taxes* .
      The
      Borrower will pay and discharge all taxes, assessments and governmental charges
      or levies imposed on it or on its income or profits or on any of its Property
      prior to the date on which penalties attach thereto, except for any such tax,
      assessment, charge or levy the payment of which is being contested in good
      faith
      and by proper proceedings and against which adequate reserves are being
      maintained.




33





Section
      7.4  *ERISA* .
      The
      Borrower will, and will cause each of its Subsidiaries to, promptly pay and
      discharge all obligations and liabilities arising under ERISA of a character
      which if unpaid or unperformed is reasonably likely to result in the imposition
      of a Lien against any of its Properties, except to the extent the imposition
      of
      such Lien would not result in a Material Adverse Effect.




Section
      7.5  *Insurance* .
      The
      Borrower will keep insured by financially sound and reputable insurers all
      Property of a character usually insured by corporations engaged in the same
      or
      similar business similarly situated against loss or damage of the kinds and
      in
      the amounts customarily insured against by such corporations and carry such
      other insurance as is usually carried by such corporations. Borrower will,
      upon
      request of a Lender, furnish to such Lender a summary setting forth the nature
      and extent of the insurance maintained pursuant to this Section
      7.5.




Section
      7.6  *Financial
      Reports and Other Information* . (a) The
      Borrower will maintain a system of accounting in accordance with GAAP and will
      furnish to the Lenders and their respective duly authorized representatives
      such
      information respecting the business and financial condition of the Borrower
      and
      its Subsidiaries as any Lender may reasonably request. The Borrower shall
      deliver (via email or otherwise) to the Administrative Agent in form and detail
      satisfactory to the Administrative Agent, with copies for each Lender in form
      and substance satisfactory to them, each of the following:




(i)  as
      soon
      as available and in any event within 95 days after the end of each fiscal year
      of Borrower, consolidated statements of income, common stockholders’ equity,
      cash flows, and income taxes of Borrower for such year and the related
      consolidated balance sheet and statement of capitalization at the end of such
      year, setting forth in each case in comparative form the corresponding figures
      for the preceding fiscal year, and accompanied by an opinion thereon of
      independent certified public accountants of recognized national standing, which
      opinion shall state that said financial statements fairly present the
      consolidated financial position and results of operations and cash flows of
      Borrower and its consolidated Subsidiaries as at the end of, and for, such
      fiscal year, and otherwise be without any Impermissible Qualification; *provided* that if
      Borrower files its annual report on Form 10-K for the applicable annual period,
      and such annual report contains the financial statements and accountants
      certifications, opinions and statements described above, Borrower may satisfy
      the requirements of this Section 7.6(a)(i) by delivering a copy of such annual
      report to each Lender;




(ii)  as
      soon
      as available and in any event within 50 days after the end of each of the first
      three fiscal quarterly periods of each fiscal year of Borrower, consolidated
      statements of income of Borrower for such period and for the period from the
      beginning of the respective fiscal year to the end of such period, and
      consolidated cash flows for the period from the beginning of the respective
      fiscal year to the end of such period, and




34


the
        related consolidated balance sheet as at the end of such period, all of the
        foregoing prepared by Borrower in reasonable detail in accordance with GAAP
        and
        certified by Borrower’s Chief Financial Officer, Vice President-Controller or
        Vice President-Treasurer as fairly presenting the financial condition as
        at the
        dates thereof and the results of operations for the periods covered thereby
        (except for the absence of footnotes and year-end adjustments); *provided* that if
        Borrower files a Form 10-Q for the applicable quarterly period, and such
        quarterly report contains the financial statements and certifications described
        above, the Borrower may satisfy the requirements of this Section 7.6(a)(ii)
        by
        delivering a copy of such quarterly report to each Lender.




(b)  Each
      financial statement furnished to the Lenders pursuant to subsection (a) of
      this
      Section 7.6 shall be accompanied by a Compliance Certificate in the form of
      Exhibit B hereto signed by the Chief Financial Officer, Vice President -
      Controller or Vice President-Treasurer of the Borrower. Information required
      to
      be delivered pursuant to subsections (a), (d) and (e) of this Section 7.6 shall
      be deemed to have been delivered on the date on which the Borrower provides
      notice to the Administrative Agent (via email or otherwise) that such
      information has been posted on Nicor’s website on the Internet at www.nicor.com,
      at www.sec.gov/edgar/searchedgar/webusers.htm or at another website identified
      in such notice and accessible by the Lenders without charge, *provided* that (i)
      such notice may be included in a Compliance Certificate in the form of Exhibit
      B
      and (ii) the Borrower shall deliver paper copies of the information required
      to
      be delivered pursuant to subsections (a), (d) and (e) of this Section 7.6 to
      any
      Lender that requests such delivery.




(c)  Borrower
      will promptly (and in any event within five Business Days after an officer
      of
      the Borrower has knowledge thereof) give notice to the Administrative Agent
      of
      (i) any Default or Event of Default of which the Borrower has knowledge,
      including in such notice a description of the same in reasonable detail, and
      indicating what action is being undertaken with respect to such Default or
      Event
      of Default; and (ii) any event or condition which in the opinion of the Borrower
      could reasonably be expected to have a Material Adverse Effect.




(d)  Promptly
      upon their becoming available, and without duplication of the other materials
      required to be delivered pursuant to this Agreement, the Borrower will deliver
      (via email or otherwise) to the Administrative Agent, with copies for each
      Lender copies of all registration statements and regular periodic reports,
      if
      any, which Nicor or the Borrower shall have filed with the SEC (or any
      governmental agency substituted therefore) or any national securities
      exchange.




(e)  Promptly
      upon the mailing thereof to the shareholders of Nicor or the Borrower generally,
      and without duplication of the other materials required to be delivered pursuant
      to this Agreement, the Borrower will deliver to the Administrative Agent, with
      copies for each Lender copies of all financial statements, reports and proxy
      statements so mailed.




35











(f)  Immediately
      upon becoming aware of the institution of any steps by Nicor, the Borrower,
      or
      any other Person to terminate any Pension Plan or the complete or partial
      withdrawal from any Pension Plan by Nicor or any member of its Controlled Group
      which could result in a liability to Nicor or any of its Subsidiaries of a
      liability in excess of $20,000,000, or the failure to make a required
      contribution to any Pension Plan if such failure is sufficient to give rise
      to a
      Lien under Section 302(f) of ERISA securing an amount in excess of $20,000,000,
      or the taking of any action with respect to a Pension Plan which could result
      in
      the requirement that Nicor or the Borrower furnish a bond or other security
      to
      the PBGC or such Pension Plan in excess of $20,000,000, or the occurrence of
      any
      event with respect to any Pension Plan which could result in the incurrence
      by
      Nicor or the Borrower of any material liability, fine or penalty, or any
      material increase in the contingent liability of Nicor or the Borrower with
      respect to any post-retirement Welfare Plan benefit, notice thereof and copies
      of all documentation relating thereto.




(g)  From
      time
      to time such other information regarding the business or financial condition
      of
      the Borrower as the Administrative Agent or a Lender may reasonably
      request.




Section
      7.7  *Lender
      Inspection Rights* .
      For
      purposes of confirming compliance with the Credit Documents or after the
      occurrence and during the continuance of an Event of Default, upon reasonable
      notice from the Administrative Agent or the Required Lenders, Borrower will,
      permit the Lenders (and such Persons as any Lender may designate) during normal
      business hours to visit and inspect, under Borrower’s guidance, any of the
      Properties of Borrower or any of its Material Subsidiaries, to examine all
      of
      their books of account, records, reports and other papers, to make copies and
      extracts therefrom, and to discuss their respective affairs, finances and
      accounts with their respective officers, employees and with their independent
      public accountants (and by this provision Borrower authorizes such accountants
      to discuss with the Lenders (and such Persons as any Lender may designate)
      the
      finances and affairs of Borrower and its Material Subsidiaries) all at such
      reasonable times and as often as may be reasonably requested; *provided* ,
      however, that except upon the occurrence and during the continuation of any
      Default or Event of Default, not more than one such visit and inspection may
      be
      conducted in any twelve month period. Prior to the occurrence of an Event of
      Default, the Borrower shall only be required to pay the costs and expenses
      of
      professionals retained by the Administrative Agent in connection with any such
      visit or inspection. After the occurrence of an Event of Default, the Borrower
      shall be obligated to pay all reasonable costs and expenses incurred by the
      Administrative Agent and the Lenders in connection with such visitations and
      inspections. The Borrower shall receive advance notice of any proposed
      discussion with such accountants and shall have the right to participate
      therein.




Section
      7.8  *Conduct
      of Business* .
      The
      Borrower will not engage in any material line of business materially unrelated
      to the lines of business in which the Borrower and its Subsidiaries are engaged
      on the Closing Date.




36





Section
      7.9  *Liens* .
      Borrower will not, nor will it permit any of its Material Subsidiaries to,
      create, incur, permit or suffer to exist any Lien on any of its Property,
      whether now owned or hereafter acquired by the Borrower or any Material
      Subsidiary of the Borrower; *provided* ,
      however, that this Section 7.9 shall not apply to or operate to
      prevent:




(a)  Liens
      arising by operation of law which are incurred in the ordinary course of
      business which do not in the aggregate materially detract from the value of
      the
      Property subject thereto or materially impair the use thereof in the operation
      of the business of Borrower or any of its Material Subsidiaries;




(b)  Liens
      for
      taxes or assessments or other government charges or levies on the Borrower
      or
      any Material Subsidiary of the Borrower or their respective Properties which
      are
      not past due or which are being contested in good faith by appropriate
      proceedings and for which reserves in conformity with GAAP have been provided
      on
      the books of the Borrower; *provided* that the
      aggregate amount of liabilities (including interest and penalties, if any)
      of
      the Borrower and its Material Subsidiaries secured by such Liens shall not
      exceed $20,000,000 at any one time outstanding;




(c)  Liens
      arising out of judgments or awards against the Borrower or any Material
      Subsidiary of the Borrower, or in connection with surety or appeal bonds in
      connection with bonding such judgments or awards, the time for appeal from
      which
      or petition for rehearing of which shall not have expired or with respect to
      which the Borrower or such Material Subsidiary shall be prosecuting an appeal
      or
      proceeding for review, and with respect to which it shall have obtained a stay
      of execution pending such appeal or proceeding for review; *provided* that the
      aggregate amount of liabilities (including interest and penalties, if any)
      of
      Borrower and its Material Subsidiaries secured by such Liens shall not exceed
      $20,000,000 at any one time outstanding;




(d)  Survey
      exceptions or encumbrances, easements or reservations, or rights of others
      for
      rights-of-way, utilities and other similar purposes, or zoning or other
      restrictions as to the use of real Properties which do not materially impair
      their use in the operation of the business of the Borrower or any Material
      Subsidiary of the Borrower;




(e)  Liens
      existing on the date hereof and Liens granted pursuant to the terms of the
      Nicor
      Gas Indenture;




(f)  Liens
      securing Indebtedness and other obligations; *provided* that
      such Liens permitted by this paragraph (f) shall only be permitted to the extent
      the aggregate amount of Indebtedness and other obligations secured by all such
      Liens does not exceed ten percent (10%) of the




37





difference
      between (A) Consolidated Assets as reflected on the most recent balance sheet
      delivered pursuant to Section 7.6, minus (B) the amount of Indebtedness then
      outstanding under the Nicor Gas Indenture;




(g)  Liens
      in
      favor of carriers, warehousemen, mechanics, materialmen and landlords granted
      in
      the ordinary course of business for amounts not overdue or being diligently
      contested in good faith by appropriate proceedings and for which adequate
      reserves in accordance with GAAP shall have been set aside on its
      books;




(h)  Liens
      incurred or deposits made in the ordinary course of business in connection
      with
      worker’s compensation, unemployment insurance or other forms of governmental
      insurance or benefits;




(i)  Liens
      with respect to any surplus assets leased by the Borrower or any of its Material
      Subsidiaries;




(j)  Liens
      on
      any Properties or assets owned by a Person other than the Borrower or any
      Material Subsidiary of the Borrower if the Borrower or a Material Subsidiary
      of
      the Borrower holds only leasehold interests or easements, rights-of-way,
      licenses or similar rights of use or occupancy with respect to such Properties
      or assets;




(k)  Any
      extension, renewal or replacement (or successive extensions, renewals or
      replacements) in whole or in part of any Lien referred to in the foregoing
      paragraphs (a) through (j), inclusive; *provided* ,
      however, that the principal amount of Indebtedness of the Borrower or any of
      its
      Material Subsidiaries secured thereby shall not exceed the principal amount
      of
      Indebtedness of the Borrower or any of its Material Subsidiaries so secured
      at
      the time of such extension, renewal or replacement, and that such extension,
      renewal or replacement shall be limited to the Property of the Borrower or
      any
      of its Material Subsidiaries which was subject to the Lien so extended, renewed
      or replaced;




*provided* ,
      that,
      except as may be created under the Nicor Gas Indenture, the foregoing paragraphs
      shall not be deemed under any circumstance to permit a Lien to exist on, and
      Borrower agrees it will not permit to exist a Lien on, (i) any capital stock
      or
      other equity interests of the Borrower, or (ii) the Borrower’s natural gas
      inventory or any receivables arising from the sale of such
      inventory.




Any
      Lien
      which when incurred or permitted to exist complies with the requirements of
      paragraphs (a) through (k) above may continue to exist, and shall be permitted
      hereunder, notwithstanding that such Lien if incurred thereafter would not
      comply with such requirement.




38





Section
      7.10  *Use
      of Proceeds; Regulation U* .
      The
      proceeds of each Borrowing will be used by the Borrower solely to provide
      back-up for commercial paper and for general corporate purposes. The Borrower
      will not use any part of the proceeds of any of the Borrowings directly or
      indirectly to purchase or carry any margin stock (as defined in Section 5.10
      hereof) or to extend credit to others for the purpose of purchasing or carrying
      any such margin stock.




Section
      7.11  *Mergers,
      Consolidations and Sales of Assets* .
      The
      Borrower will not, nor will it permit any of its Material Subsidiaries to,
      (i)
      consolidate with or be a party to merger with any other Person or (ii) sell,
      lease or otherwise dispose of all or a “substantial part” of the assets of the
      Borrower and its Subsidiaries; *provided* ,
      however, that (w) the foregoing shall not prohibit any sale, lease, transfer
      or
      disposition to which the Required Lenders have consented, such consent not
      to be
      unreasonably withheld if (A) such transaction does not result in a downgrade
      of
      the Borrower’s S&P Rating or Moody’s Rating, (B) such transaction is for
      cash consideration (or other consideration acceptable to the Required Lenders)
      in an amount not less than the fair market value of the applicable assets,
      and
      (C) such transaction, when combined with all other such transactions, would
      not
      have a Material Adverse Effect, taken as a whole, (x) any Subsidiary of the
      Borrower may merge or consolidate with or into or sell, lease or otherwise
      convey all or a substantial part of its assets to the Borrower or any Subsidiary
      of which the Borrower holds (directly or indirectly) at least the same
      percentage equity ownership; *provided* that in
      any such merger or consolidation involving the Borrower, the Borrower shall
      be
      the surviving or continuing corporation, and (y) the Borrower and its
      Subsidiaries may sell inventory in the ordinary course of business.




As
      used
      in this Section 7.11, a sale, lease, transfer or disposition of assets during
      any fiscal year shall be deemed to be of a “substantial part” of the
      consolidated assets of the Borrower and its Subsidiaries if the net book value
      of such assets, when added to the net book value of all other assets sold,
      leased, transferred or disposed of by the Borrower and its Subsidiaries during
      such fiscal year (other than obsolete or surplus Property and inventory in
      the
      ordinary course of business) exceeds ten percent (10%) of the total assets
      of
      the Borrower and its Subsidiaries, determined on a consolidated basis as of
      the
      last day of the immediately preceding fiscal year.




Section
      7.12  *Environmental
      Matters* .
      The
      Borrower will:




(a)  use
      and
      operate all of its facilities and Properties in compliance with all
      Environmental Laws except for such noncompliance which, singly or in the
      aggregate, will not have a Material Adverse Effect, keep all necessary permits,
      approvals, certificates, licenses and other authorizations relating to
      environmental matters in effect and remain in compliance therewith, except
      where
      the failure to keep such permits, approvals, certificates, licenses or other
      authorizations, or any noncompliance with the provisions thereof, will not
      have
      a Material Adverse Effect, and handle all Hazardous Materials in compliance
      with
      all applicable Environmental




39





Laws,
      except for any noncompliance that will not have a Material Adverse Effect;
      and




(b)  promptly
      notify the Administrative Agent and provide copies upon receipt of all written
      inquiries from any Governmental Authority, claims, complaints or notices
      relating to the condition of its facilities and Properties or compliance with
      Environmental Laws which will have a Material Adverse Effect.




Section
      7.13  *Investments,
      Acquisitions, Loans, Advances and Guaranties* .
      The
      Borrower will not, nor will it permit any Material Subsidiary of the Borrower
      to, directly or indirectly, make, retain or have outstanding any investments
      (whether through purchase of stock or obligations or otherwise) in, or loans
      or
      advances to, any other Person, or acquire all or any substantial part of the
      assets or business of any other Person or division thereof, or be or become
      liable as endorser, guarantor, surety or otherwise (such as liability as a
      general partner) for any debt, obligation or undertaking of any other Person,
      or
      otherwise agree to provide funds for payment of the obligations of another,
      or
      supply funds thereto or invest therein or otherwise assure a creditor of another
      against loss, or apply for or become liable to the issuer of a letter of credit
      which supports an obligation of another, or subordinate any claim or demand
      it
      may have to the claim or demand of any other Person (cumulatively, all of the
      foregoing “ *Investments* ”); *provided* ,
      however, that the foregoing provisions shall not apply to nor operate to
      prevent:




(a)  ICC
      Permitted Investments;




(b)  ownership
      of stock, obligations or securities received in settlement of debts owing to
      the
      Borrower or any Subsidiary;




(c)  endorsements
      of negotiable instruments for collection in the ordinary course of
      business;




(d)  loans
      and
      advances to employees in the ordinary course of business for travel, relocation,
      and similar purposes;




(e)  Investments
      (i) in or with respect to Nicor or any Subsidiary of the Borrower, including
      intercompany loans, or
      (ii)
      existing on the Closing Date;




(f)  Investments
      constituting (i) accounts receivable arising, (ii) trade debt granted, or (iii)
      deposits made in connection with the purchase price of goods or services, in
      each case in the ordinary course of business;




(g)  Investments
      in Persons engaged in substantially the same lines of business as the Borrower
      or any of its Subsidiaries so long as, unless consented to by the Required
      Lenders, (i) no downgrade in the S&P Rating or Moody’s Rating would occur as
      a result of the consummation of such Investment, (ii) if such Investment is
      for
      the purpose of acquiring




40





another
      Person, the Board of Directors (or similar governing body) of such Person being
      acquired has approved being so acquired, and (iii) no Default or Event of
      Default has occurred and is continuing at the time of, or would occur as a
      result of, such Investment;




(h)  Guarantees
      by the Borrower or any of its Subsidiaries of any Indebtedness (so long as
      such
      Indebtedness is permitted pursuant to Section 7.14) or other obligations of
      the
      Borrower or any of its Subsidiaries; and




(i)  other
      Investments in addition to those set forth above not to exceed an aggregate
      amount of $50,000,000 outstanding at any one time.




Any
      Investment which when made complies with the requirements of paragraphs (a)
      through (h) above may continue to be held notwithstanding that such Investment
      if made thereafter would not comply with such requirements.




In
      determining the amount of investments, acquisitions, loans, advances and
      guarantees permitted under this Section 7.13, investments and acquisitions
      shall
      always be taken at the original cost thereof (regardless of any subsequent
      appreciation or depreciation therein), loans and advances shall be taken at
      the
      principal amount thereof then remaining unpaid, and guarantees shall be taken
      at
      the amount of obligations guaranteed thereby.




*Section
      7.14*  *Restrictions
      on Indebtedness* .
      The
      Borrower will not, nor will it permit any of its Material Subsidiaries to,
      issue, incur, assume, create, become liable for, contingently or otherwise,
      or
      have outstanding any Indebtedness, *provided* that the
      foregoing provisions shall not restrict nor operate to prevent the following
      Indebtedness:




(a)  the
      Obligations;




(b)  any
      other
      Indebtedness so long as after giving effect to the incurrence thereof the
      Borrower shall be in compliance with the Leverage Ratio set forth in Section
      7.15.




Section
      7.15  *Leverage
      Ratio* .
      The
      Borrower will cause Nicor not to permit the ratio of Nicor's Consolidated
      Indebtedness to Nicor's Capital to exceed 0:70 to 1:00 at the end of any fiscal
      quarter.




For
      the
      purposes of the calculation of the ratio of Nicor's Consolidated Indebtedness
      to
      Nicor's Capital, (1) any non-cash effects resulting from adoption of the
      proposed “Statement of Financial Accounting Standards dated March 31, 2006:
      Employers’ Accounting for Defined Pension and other Postretirement Plans, an
      amendment of FASB Statements No. 87, 88, 106, and 132(R)" shall be excluded;
      (2)
      any hybrid equity securities, meaning any securities issued by Nicor and/or
      its
      subsidiaries or a financing vehicle of Nicor and/or its subsidiaries that (i)
      are classified as possessing a minimum of “intermediate equity content” by
      S&P, Basket C equity credit by Moody’s,




41


and
        50%
        equity credit by Fitch and (ii) require no repayments or prepayments and
        no
        mandatory redemptions or repurchases, in each case, prior to at least 91
        days
        after the later of the termination of the Commitments and the repayment in
        full
        of the Loans and all other amounts due under the 210-Day Facility, shall
        be
        excluded from Nicor's Consolidated Indebtedness and (3) any mandatorily
        convertible securities, meaning any mandatorily convertible equity-linked
        securities issued by Nicor and/or its subsidiaries, so long as the terms
        of such
        securities require no repayments or prepayments and no mandatory redemptions
        or
        repurchases, in each case prior to at least 91 days after the later of the
        termination of the Commitments and the repayment in full of the Loans and
        all
        other amounts due under the 210-Day Facility, shall be excluded from Nicor's
        Consolidated Indebtedness.




Section
      7.16  *[Intentionally
      Omitted]* .




Section
      7.17  *Dividends
      and Other Shareholder Distributions* . (a) The
      Borrower shall not (i) declare or pay any dividends or make a distribution
      of
      any kind (including by redemption or purchase) on or relating to its outstanding
      capital stock, or (ii) repay (directly, through sinking fund payments or
      otherwise) any Indebtedness or other obligations owing to an Affiliate unless
      in
      either circumstance no Default or Event of Default exists prior to or would
      result after giving effect to such action; *provided* that
      nothing in this Section shall prohibit the Borrower from paying a dividend
      which
      was declared as otherwise permitted hereby.




(b)  Except
      as
      set forth on Schedule 7.17, the Borrower will not permit any of its Material
      Subsidiaries, directly or indirectly, to create or otherwise cause or suffer
      to
      exist or become effective any consensual encumbrance or restriction of any
      kind
      on the ability of any such Material Subsidiary to: (1) pay dividends or make
      any
      other distribution on any of such Material Subsidiary’s capital stock owned by
      the Borrower or any Material Subsidiary of the Borrower, (2) pay any
      Indebtedness owed to the Borrower or any other Material Subsidiary, (3) make
      loans or advances to the Borrower or any other Material Subsidiary, or (4)
      transfer any of its Property or assets to the Borrower or any other Material
      Subsidiary, except for such encumbrances or restrictions existing under or
      by
      reason of:




(a)  customary
      non-assignment provisions of any contract and customary provisions restricting
      assignment or subletting in any lease governing a leasehold interest of any
      Material Subsidiary; and




(b)  customary
      restrictions contained in any consensual Liens that are permitted pursuant
      to
      Section 7.9.




Section
      7.18  *No
      Negative Pledges* .
      Except
      as set forth on Schedule 7.17, the Borrower will not, and will not permit any
      of
      its Material Subsidiaries to enter into or suffer to exist any agreement (except
      the Credit Documents) prohibiting the creation or assumption of any security
      interest upon its properties or assets, whether now owned or hereafter acquired
      by the Borrower or Material Subsidiary, as applicable; *provided* ,




42


however,
        in the case of a consensual Lien on assets or property that is permitted
        pursuant to Section 7.9, the Lien holder may, solely with respect of the
        assets
        or property to which such Lien attaches, contract for and receive a negative
        pledge with respect thereto and the proceeds thereof.




Section
      7.19  *Transactions
      with Affiliates* .
      The
      Borrower will not, nor will it permit any of its Subsidiaries to, enter into
      or
      be a party to any material transaction or arrangement with any Affiliate of
      such
      Person, including without limitation, for purchase from, sale to or exchange
      of
      Property with, for merger or consolidation with or into, or the rendering of
      any
      service by or for, any Affiliate, except (i) pursuant to the reasonable
      requirements of the Borrower’s or such Subsidiary’s business and upon terms no
      less favorable to the Borrower or such Subsidiary than could be obtained in
      a
      similar transaction involving a third-party, (ii) any ICC Regulated Transaction,
      (iii) to the extent such material transaction or arrangement would not result
      in
      a Material Adverse Effect, or (iv) as otherwise permitted in this
      Agreement.




Section
      7.20  *Compliance
      with Laws* .
      The
      Borrower will comply with the requirements of all applicable laws, rules,
      regulations and orders of any Governmental Authority if failure to comply with
      such requirements would result in a Material Adverse Effect.




Section
      7.21  *Derivative
      Obligation* .
      The
      Borrower will, nor will it permit any of its Subsidiaries, to enter into any
      Derivative Obligations other than Permitted Derivative Obligations.




Section
      7.22  *Sales
      and Leasebacks* .
      The
      Borrower will not, nor will it permit any of its Subsidiaries to, enter into
      any
      arrangement with any bank, insurance company or other lender or investor
      providing for the leasing by the Borrower or any Subsidiary of Borrower of
      any
      Property theretofore owned by it and which has been or is to be sold or
      transferred by such owner to such lender or investor if the total amount of
      rent
      and other obligations of the Borrower and its Subsidiaries under such lease,
      when combined with all rent and other obligations of Borrower and its
      Subsidiaries under all such leases, would exceed $50,000,000.




Section
      7.23  *OFAC;
      BSA* .
      The
      Borrower will ensure, and cause each of its Subsidiaries to ensure, that each
      person who owns a controlling interest in or otherwise controls a Borrower
      (a)
      is not nor shall it be (i) listed on the Specially Designated Nationals and
      Blocked Person List maintained by the Office of Foreign Assets Control
      (“ *OFAC* ”),
      Department of the Treasury, and/or any other similar lists maintained by OFAC
      pursuant to any authorizing statute, Executive Order or regulation or (ii)
      a
      person designated under Section 1(b), (c) or (d) of Executive Order No. 13224
      (September 23, 2001), any related enabling legislation or any other similar
      Executive Orders, and (b) complies with all applicable Bank Secrecy Act
      (“ *BSA* ”)
      and
      anti-money laundering laws and regulations.




SECTION
      8.    EVENTS OF DEFAULT AND REMEDIES.


43


Section
      8.1  *Events
      of Default* .
      Any one
      or more of the following shall constitute an Event of Default:




(a)  (i)
      default in the payment when due of any fees, interest or of any other Obligation
      not covered by clause (ii) below and such payment default continues for three
      (3) Business Days or (ii) default in the payment when due of the principal
      amount of any Loan;




(b)  default
      by the Borrower in the observance or performance of any covenant set forth
      in
      Section 7.1, Section 7.6(c), Sections 7.10, 7.11, Sections 7.13 through 7.17,
      and Section 7.21 hereof;




(c)  default
      by the Borrower in the observance or performance of any provision hereof or
      of
      any other Credit Document not mentioned in (a) or (b) above, which is not
      remedied within thirty (30) days after notice thereof shall have been given
      to
      the Borrower by the Administrative Agent;




(d)  (i)
      failure to pay when due Indebtedness in an aggregate principal amount of (x)
      $20,000,000 or more of the Borrower or any Material Subsidiary, or (ii) default
      shall occur under one or more indentures, agreements or other instruments under
      which any Indebtedness of the Borrower or any of its Material Subsidiaries
      in an
      aggregate principal amount of $20,000,000 or more is outstanding and such
      default shall continue for a period of time sufficient to permit the holder
      or
      beneficiary of such Indebtedness or a trustee therefor to cause the acceleration
      of the maturity of any such Indebtedness or any mandatory unscheduled
      prepayment, purchase or funding thereof;




(e)  any
      representation or warranty made herein or in any other Credit Document by the
      Borrower, or in any certificate furnished pursuant to any Credit Document by
      the
      Borrower proves untrue in any material respect as of the date of the issuance
      or
      making, or deemed making or issuance, thereof;




(f)  the
      Borrower or any Material Subsidiary shall (i) fail to pay its debts generally
      as
      they become due or admit in writing its inability to pay its debts generally
      as
      they become due, (ii) make an assignment for the benefit of creditors, (iii)
      apply for, seek, consent to, or acquiesce in, the appointment of a receiver,
      custodian, trustee, examiner, liquidator or similar official for it or any
      substantial part of its Property, (iv) institute any proceeding seeking to
      have
      entered against it an order for relief under the United States Bankruptcy Code,
      as amended, to adjudicate it insolvent, or seeking dissolution, winding up,
      liquidation, reorganization, arrangement, adjustment or composition of it or
      its
      debts under any law relating to bankruptcy, insolvency or reorganization or
      relief of debtors or




44





fail
      to
      file an answer or other pleading denying the material allegations of any such
      proceeding filed against it or any analogous action is taken under any other
      applicable law relating to bankruptcy or insolvency, (v) take any corporate
      action (such as the passage by its board of directors of a resolution) in
      furtherance of any matter described in parts (i)-(iv) above, or (vi) fail to
      contest in good faith any appointment or proceeding described in Section 8.1(g)
      hereof;




(g)  a
      custodian, receiver, trustee, examiner, liquidator or similar official shall
      be
      appointed for the Borrower or any Material Subsidiary, or any substantial part
      of the Property of the Borrower or a Material Subsidiary, or a proceeding
      described in Section 8.1(f)(iv) shall be instituted against the Borrower or
      any
      Material Subsidiary, and such appointment continues undischarged or such
      proceeding continues undismissed or unstayed for a period of sixty (60)
      days;




(h)  the
      Borrower or any Material Subsidiary shall fail within thirty (30) days to pay,
      bond or otherwise discharge any judgment or order for the payment of money
      in
      excess of $20,000,000, which is not stayed on appeal or otherwise being
      appropriately contested in good faith in a manner that stays execution
      thereon;




(i)  Nicor,
      the Borrower, or any other member of the Controlled Group shall fail to pay
      to
      the PBGC or any Pension Plan any amount or amounts aggregating in excess of
      $20,000,000 when due, which if remain unpaid could reasonably result in a Lien
      against Borrower, (ii) a notice of intent to terminate a Pension Plan or Pension
      Plans at a single time having aggregate Unfunded Vested Liabilities in excess
      of
      $20,000,000 (collectively, a “ *Material
      Plan* ”)
      shall
      be filed by the sponsor of such Pension Plan and it could reasonably be expected
      that the Borrower shall have liability for any Unfunded Vested Liabilities
      in
      excess of $20,000,000 or (iii) the PBGC shall institute proceedings to terminate
      or cause a trustee to be appointed to administer any Material Plan and it
      reasonably could be expected to result in liability to the Borrower in excess
      of
      $20,000,000;




(j)  Nicor,
      the Borrower or any Subsidiary of the Borrower or any Person acting on behalf
      of
      Nicor, the Borrower, a Subsidiary or any governmental authority challenges
      the
      validity of this Agreement, the Fee Letters or the Notes or the Borrower’s or
      one of its Subsidiary’s obligations thereunder;




(k)  a
      Change
      of Control Event shall have occurred; or




(l)  the
      Borrower shall for any reason cease to be wholly liable for the full amount
      of
      the Obligations owing by it.




45





Section
      8.2  *Non-Bankruptcy
      Defaults* .
      When
      any Event of Default other than those described in subsections (f) or (g) of
      Section 8.1 hereof has occurred and is continuing, the Administrative Agent
      shall, if so directed by the Required Lenders, by written notice to Borrower:
      (a) terminate the remaining Commitments and all other obligations of the Lenders
      hereunder on the date stated in such notice (which may be the date thereof);
      and
      (b) declare the principal of and the accrued interest on all outstanding Loans
      to be forthwith due and payable and thereupon all outstanding Loans, including
      both principal and interest thereon, and all other Obligations, shall be and
      become immediately due and payable together with all other amounts payable
      under
      the Credit Documents without further demand, presentment, protest or notice
      of
      any kind, all of which are hereby waived by the Borrower. The Administrative
      Agent, after giving notice to Borrower pursuant to Section 8.1(c) or this
      Section 8.2, shall also promptly send a copy of such notice to the other
      Lenders, but the failure to do so shall not impair or annul the effect of such
      notice.




Section
      8.3  *Bankruptcy
      Defaults* .
      When
      any Event of Default described in subsections (f) or (g) of Section 8.1 hereof
      has occurred and is continuing, then all outstanding Loans, including both
      interest and principal thereon, and all other Obligations shall immediately
      become due and payable together with all other amounts payable under the Credit
      Documents without presentment, demand, protest or notice of any kind, the
      obligation of the Lenders to extend further credit pursuant to any of the terms
      hereof shall immediately terminate.




SECTION
      9.    CHANGE IN CIRCUMSTANCES; TAXES.






Section
      9.1  *Change
      of Law* .
      Notwithstanding any other provisions of this Agreement or any Note, if at any
      time after the date hereof any change in applicable law or regulation or in
      the
      interpretation thereof makes it unlawful for any Lender to make or continue
      to
      maintain Eurodollar Loans or to perform its obligations as contemplated hereby,
      such Lender shall promptly give notice thereof to the Borrower and such Lender’s
      obligations to make or maintain Eurodollar Loans under this Agreement shall
      terminate until it is no longer unlawful for such Lender to make or maintain
      Eurodollar Loans. The Borrower shall convert the outstanding principal amount
      of
      any such affected Eurodollar Loans of such Lender into a Base Rate Loan and
      on
      the date of such conversion pay to such Lender all interest accrued thereon
      at a
      rate per annum equal to the interest rate applicable to such Eurodollar Loan.
      Thereafter, subject to all of the terms and conditions of this Agreement, the
      Borrower may then elect to borrow the principal amount of any Eurodollar Loans
      from such Lender by means of Base Rate Loans from such Lender, which Base Rate
      Loans shall not be made ratably by the Lenders but only from such affected
      Lender.




Section
      9.2  *Unavailability
      of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR* .
      If on
      or prior to the first day of any Interest Period for any Borrowing of Eurodollar
      Loans:




46





(a)  the
      Administrative Agent determines that deposits in U.S. Dollars (in the applicable
      amounts) are not being offered to major banks in the eurodollar interbank market
      for such Interest Period, or that by reason of circumstances affecting the
      interbank eurodollar market adequate and reasonable means do not exist for
      ascertaining the applicable LIBOR, or




(b)  Lenders
      having more than 33% percent of the aggregate amount of the Commitments
      reasonably determine and so advise the Administrative Agent that LIBOR as
      reasonably determined by the Administrative Agent will not adequately and fairly
      reflect the cost to such Lenders or Lender of funding their or its Eurodollar
      Loans or Loan for such Interest Period,




then
      the
      Administrative Agent shall forthwith give notice thereof to the Borrower and
      the
      Lenders, whereupon until the Administrative Agent notifies the Borrower that
      the
      circumstances giving rise to such suspension no longer exist, the obligations
      of
      the Lenders or of the relevant Lender to make Eurodollar Loans shall be
      suspended.




Section
      9.3  *Increased
      Cost* s.




(a)  Increased
      Costs Generally. If any Change in Law shall:




(i)  impose,
      modify or deem applicable any reserve, special deposit, compulsory loan,
      insurance charge or similar requirement against assets of, deposits with or
      for
      the account of, or credit extended by, any Lender (except any reserve
      requirement reflected in Adjusted LIBOR);




(ii)  subject
      any Lender to any tax of any kind whatsoever with respect to this Agreement
      or
      any Eurodollar Loan made by it, or change the basis of taxation of payments
      to
      such Lender in respect thereof (except for Indemnified Taxes or Other Taxes
      covered by Section 9.4 and any changes relating to any Excluded Tax payable
      by
      such Lender); or




(iii)  impose
      on
      any Lender any other condition, cost or expense affecting this Agreement or
      Eurodollar Loans made by such Lender hereunder;




and
      the
      result of any of the foregoing shall be to increase the cost to such Lender
      of
      making or maintaining any Eurodollar Loan (or of maintaining its obligation
      to
      make any such Loan), or to reduce the amount of any sum received or receivable
      by such Lender hereunder (whether of principal, interest or any other amount),
      then upon request of such Lender the Borrower will pay to such Lender such
      additional amount or amounts as will compensate such Lender for such additional
      costs incurred or reduction suffered.




(b)  Capital
      Requirements. If any Lender determines that any Change in Law affecting such
      Lender or any lending office of such Lender or such Lender’s holding company, if
      any, regarding capital requirements has or would have the effect of reducing




47


the
        rate
        of return on such Lender’s capital or on the capital of such Lender’s holding
        company, if any, as a consequence of this Agreement, the Commitments of such
        Lender or the Loans made by, such Lender to a level below that which such
        Lender
        or such Lender’s holding company could have achieved but for such Change in Law
        (taking into consideration such Lender’s policies and the policies of such
        Lender’s holding company with respect to capital adequacy), then from time to
        time the Borrower will pay to such Lender such additional amount or amounts
        as
        will compensate such Lender or such Lender’s holding company for any such
        reduction suffered.




(c)  Certificates
      for Reimbursement. A certificate of a Lender setting forth the amount or amounts
      necessary to compensate such Lender or its holding company as specified in
      paragraph (a) or (b) of this Section and delivered to the Borrower shall be
      prima facie evidence of such costs absent manifest error. The Borrower shall
      pay
      such Lender the amount shown as due on any such certificate within 10 days
      after
      receipt thereof.




(d)  Delay
      in
      Requests. Failure or delay on the part of any Lender to demand compensation
      pursuant to this Section 9.3 shall not constitute a waiver of such Lender’s
      right to demand such compensation; *provided* that the
      Borrower shall not be required to compensate a Lender pursuant to this Section
      for any increased costs incurred or reductions suffered more than nine months
      prior to the date that such Lender notifies the Borrower of the Change in Law
      giving rise to such increased costs or reductions and of such Lender’s intention
      to claim compensation therefor (except that, if the Change in Law giving rise
      to
      such increased costs or reductions is retroactive, then the nine-month period
      referred to above shall be extended to include the period of retroactive effect
      thereof).




Section
      9.4  *Taxes* .




*(a)*  *Payments
      Free of Taxes* .
      Any and
      all payments by or on account of any obligation of the Borrower hereunder or
      under any other Credit Document shall be made free and clear of and without
      reduction or withholding for any Indemnified Taxes or Other Taxes; *provided* that if
      the Borrower shall be required by applicable law to deduct any Indemnified
      Taxes
      (including any Other Taxes) from such payments, then (i) the sum payable shall
      be increased as necessary so that after making all required deductions
      (including deductions applicable to additional sums payable under this Section)
      the Administrative Agent or Lender receives an amount equal to the sum it would
      have received had no such deductions been made, (ii) the Borrower shall make
      such deductions and (iii) the Borrower shall timely pay the full amount deducted
      to the relevant Governmental Authority in accordance with applicable law.




*(b)*  *Payment
      of Other Taxes by the Borrower* .
      Without
      limiting the provisions of paragraph (a) above, the Borrower shall timely pay
      any Other Taxes to the relevant Governmental Authority related to its
      obligations under this Agreement in accordance with applicable law.




48





*(c)*  *Indemnification
      by the Borrower* .
      The
      Borrower severally shall indemnify the Administrative Agent and each Lender
      within 10 days after demand therefor, for the full amount of any Indemnified
      Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or
      asserted on or attributable to amounts payable under this Section) arising
      in
      connection with payments made by the Borrower hereunder or under any other
      Loan
      Document paid by the Administrative Agent or such Lender and any penalties,
      interest and reasonable expenses arising therefrom or with respect thereto
      except to the extent that such penalties, interest and expenses are attributable
      to the gross negligence or willful misconduct of the Administrative Agent or
      such Lender. A certificate as to the amount of such payment or liability
      delivered to the Borrower by a Lender (with a copy to the Administrative Agent),
      or by the Administrative Agent on its own behalf or on behalf of a Lender,
      shall
      be conclusive absent manifest error.




*(d)*  *Evidence
      of Payments* .
      Upon
      the request of the Administrative Agent and as soon as practicable after any
      payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental
      Authority, the Borrower shall deliver to the Administrative Agent the original
      or a certified copy of a receipt issued by such Governmental Authority
      evidencing such payment, a copy of the return reporting such payment or other
      evidence of such payment reasonably satisfactory to the Administrative Agent.




*(e)*  *Status
      of Lenders* .
      Any
      Foreign Lender that is entitled to an exemption from or reduction of withholding
      tax with respect to payments under any Loan Document under the law of the
      jurisdiction in which the Borrower is incorporated or otherwise organized or
      any
      treaty to which such jurisdiction is a party (in each case such jurisdiction
      will include the United States if the Borrower is incorporated or organized
      in
      any state thereof or the District of Columbia), shall deliver to the Borrower
      (with a copy to the Administrative Agent), at the time or times prescribed
      by
      applicable law or reasonably requested by the Borrower or the Administrative
      Agent, such properly completed and executed documentation prescribed by
      applicable law as will permit such payments to be made without withholding
      or at
      a reduced rate of withholding.




Each
      Lender and Administrative Agent that is a United States person as defined in
      Section 7701(a)(30) of the Code (each a “ *U.S.
      Lender* ”)
      shall
      provide prior to or on the Closing Date (or on or prior to the date it becomes
      a
      party to this Agreement) to Borrower and, if applicable, the Administrative
      Agent, a properly completed and executed IRS Form W-9 (certifying that such
      U.S.
      Lender is entitled to an exemption from United States backup withholding tax)
      or
      any successor form. Solely for purposes of this Section 9.4(e), a U.S. Lender
      shall not include a Lender or Administrative Agent that may be treated as an
      exempt recipient based on the indicators described in Treasury Regulation
      Section 1.6049-4(c)(1)(ii). In addition, any Lender, if requested by the
      Borrower or the Administrative Agent, shall deliver such other documentation
      prescribed by applicable law or reasonably requested by the Borrower or the
      Administrative Agent as will enable the Borrower or the Administrative Agent
      to
      determine whether or not such Lender is subject to backup withholding or
      information reporting requirements.




49





Without
      limiting the generality of the foregoing, in the event that the Borrower is
      incorporated or otherwise organized in the United States of America or any
      state
      thereof or the District of Columbia, any Foreign Lender shall deliver to the
      Borrower and the Administrative Agent (in such number of copies as shall be
      requested by the recipient) on or prior to the date on which such Foreign Lender
      becomes a Lender under this Agreement (and from time to time thereafter upon
      the
      request of the Borrower or the Administrative Agent, but only if such Foreign
      Lender is legally entitled to do so) the following documents, as
      applicable:




(i)  duly
      completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
      for benefits of an income tax treaty to which the United States of America
      is a
      party,




(ii)  duly
      completed copies of Internal Revenue Service Form W-8ECI,




(iii)  in
      the
      case of a Foreign Lender claiming the benefits of the exemption for portfolio
      interest under section 881(c) of the Code, (x) a certificate to the effect
      that
      such Foreign Lender is not (A) a “bank” within the meaning of section
      881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within
      the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
      corporation” described in section 881(c)(3)(C) of the Code and (y) duly
      completed copies of Internal Revenue Service Form W-8BEN, or




(iv)  any
      other
      form prescribed by applicable law as a basis for claiming exemption from or
      a
      reduction in United States Federal withholding tax duly completed together
      with
      such supplementary documentation as may be prescribed by applicable law to
      permit the Borrower to determine the withholding or deduction required to be
      made.




*(f)*  *Treatment
      of Certain Refunds* .
      If the
      Administrative Agent or a Lender determines, in its reasonable discretion,
      that
      it has received a refund of any Taxes or Other Taxes as to which it has been
      indemnified by the Borrower or with respect to which the Borrower has paid
      additional amounts pursuant to this Section 9.4(f), it shall pay to the Borrower
      an amount equal to such refund (but only to the extent of indemnity payments
      made, or additional amounts paid, by the Borrower under this Section with
      respect to the Taxes or Other Taxes giving rise to such refund), net of all
      out-of-pocket expenses of the Administrative Agent or such Lender, as the case
      may be, and without interest (other than any interest paid by the relevant
      Governmental Authority with respect to such refund); *provided* that the
      Borrower, upon the request of the Administrative Agent or such Lender, agrees
      to
      repay the amount paid over to the Borrower (plus any penalties, interest or
      other charges imposed by the relevant Governmental Authority) to the
      Administrative Agent or such Lender in the event the Administrative Agent or
      such Lender is required to repay such refund to such Governmental Authority.
      This paragraph shall not be construed to require the Administrative Agent or
      any
      Lender to make




50


available
        its tax returns (or any other information relating to its taxes which it
        deems
        confidential) to the Borrower or any other Person.




*(g)*  *Tax
      Benefit* .
      If and
      to the extent that any Lender is able, in its sole opinion, to apply or
      otherwise take advantage of any offsetting tax credit or other similar tax
      benefit arising out of or in conjunction with any deduction or withholding
      which
      gives rise to an obligation on the Borrower to pay any Indemnified Taxes or
      Other Taxes pursuant to this Section 9.4, then such Lender shall, to the extent
      that in its sole opinion it can do so without prejudice to the retention of
      the
      amount of such credit or benefit and without any other adverse tax consequences
      for such Lender, reimburse to the Borrower at such time as such tax credit
      or
      benefit shall have actually been received by such Lender such amount as such
      Lender shall, in its sole opinion, have determined to be attributable to the
      relevant deduction or withholding and as will leave such Lender in no better
      or
      worse position than it would have been in if the payment of such Indemnified
      Taxes or Other Taxes had not been required. Nothing in this Section 9.4 shall
      oblige any Lender to disclose to the Borrower or any other person any
      information regarding its tax affairs or tax computations.




Section
      9.5  *Mitigation
      Obligations; Replacement of Lenders* .




*(a)*  *Designation
      of a Different Lending Office* .
      If any
      Lender requests compensation under Section 9.3, or requires the Borrower to
      pay
      any additional amount to any Lender or any Governmental Authority for the
      account of any Lender pursuant to Section 9.4, then such Lender shall use
      reasonable efforts to designate a different lending office for funding or
      booking its Loans hereunder or to assign its rights and obligations hereunder
      to
      another of its offices, branches or affiliates, if, in the reasonable judgment
      of such Lender, such designation or assignment (i) would eliminate or reduce
      amounts payable pursuant to Section 9.3 or 9.4, as the case may be, in the
      future and (ii) would not subject such Lender to any unreimbursed cost or
      expense and would not otherwise be materially disadvantageous to such Lender.




*(b)*  *Replacement
      of Lenders* .
      If any
      Lender requests compensation under Section 9.3, or if the Borrower is required
      to pay any additional amount to any Lender or any Governmental Authority for
      the
      account of any Lender pursuant to Section 9.4, or if any Lender defaults in
      its
      obligation to fund Loans hereunder, then the Borrower may, at its expense and
      effort or, in the case of an assignment from a Defaulting Lender, at the expense
      of such Defaulting Lender, upon notice to such Lender and the Administrative
      Agent, require such Lender to assign and delegate, without recourse (in
      accordance with and subject to the restrictions contained in, and consents
      required by, Section 11.8), all of its interests, rights and obligations under
      this Agreement and the related Credit Documents to an assignee that shall assume
      such obligations (which assignee may be another Lender, if a Lender accepts
      such
      assignment); *provided* that:




(i)  the
      Borrower shall have paid to the Administrative Agent the assignment fee
      specified in Section 11.8,




51





(ii)  such
      Lender shall have received payment of an amount equal to the outstanding
      principal of its Loans, accrued interest thereon, accrued fees and all other
      amounts payable to it hereunder and under the other Credit Documents (including
      any amounts under Section 2.10) from the assignee (to the extent of such
      outstanding principal and accrued interest and fees) or the Borrower (in the
      case of all other amounts),




(iii)  in
      the
      case of any such assignment resulting from a claim for compensation under
      Section 9.3 or payments required to be made pursuant to Section 9.4, such
      assignment will result in a reduction in such compensation or payments
      thereafter, and




(iv)  such
      assignment does not conflict with applicable law.




A
      Lender
      shall not be required to make any such assignment or delegation if, prior
      thereto, as a result of a waiver by such Lender or otherwise, the circumstances
      entitling the Borrower to require such assignment and delegation cease to
      apply.




Section
      9.6  *Discretion
      of Lender as to Manner of Funding* .
      Notwithstanding any other provision of this Agreement, each Lender shall be
      entitled to fund and maintain its funding of all or any part of its Loans in
      any
      manner it sees fit; it being understood, however, that for the purposes of
      this
      Agreement all determinations hereunder shall be made as if each Lender had
      actually funded and maintained each Eurodollar Loan through the purchase of
      deposits in the eurodollar interbank market having a maturity corresponding
      to
      such Loan’s Interest Period and bearing an interest rate equal to LIBOR for such
      Interest Period.




SECTION
      10.    THE AGENT.






Section
      10.1  *Appointment
      and Authority* .
      Each of
      the Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A. as its agent
      hereunder and under the other Credit Documents and authorizes the Administrative
      Agent to take such actions on its behalf and to exercise such powers as are
      delegated to the Administrative Agent by the terms hereof or thereof, together
      with such actions and powers as are reasonably incidental thereto. The
      provisions of this Section 10 are solely for the benefit of the Administrative
      Agent and the Lenders, and the Borrower shall have no rights as a third party
      beneficiary of any of such provisions.




Section
      10.2  *Rights
      as a Lender* .
      The
      Person serving as the Administrative Agent hereunder shall have the same rights
      and powers in its capacity as a Lender as any other Lender and may exercise
      the
      same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
      otherwise requires, include the Person serving as the Administrative Agent
      hereunder in its individual capacity. Such Person and its Affiliates may accept
      deposits from, lend money to, act as the financial advisor or in any other
      advisory capacity for and generally engage in any kind of business with the
      Borrower or any Subsidiary or other




52


Affiliate
        thereof as if such Person were not the Administrative Agent hereunder and
        without any duty to account therefor to the Lenders.




Section
      10.3  *Exculpatory
      Provisions* .
      The
      Administrative Agent shall not have any duties or obligations except those
      expressly set forth herein and in the other Credit Documents. Without limiting
      the generality of the foregoing, the Administrative Agent:




(a)  shall
      not
      be subject to any fiduciary or other implied duties, regardless of whether
      a
      Default or Event of Default has occurred and is continuing,




(b)  shall
      not
      have any duty to take any discretionary action or exercise any discretionary
      powers, except discretionary rights and powers expressly contemplated hereby
      or
      by the other Credit Documents that the Administrative Agent is required to
      exercise as directed in writing by the Required Lenders (or such other number
      or
      percentage of the relevant Lenders as shall be expressly provided for under
      the
      circumstances as provided in this Agreement); *provided* that the
      Administrative Agent shall not be required to take any action that, in its
      opinion or the opinion of its counsel, may expose the Administrative Agent
      to
      liability or that is contrary to any Credit Document or applicable law. In
      all
      cases in which this Agreement and the other Credit Documents do not require
      the
      Administrative Agent to take certain actions, the Administrative Agent shall
      be
      fully justified in using its reasonable discretion in failing to take or in
      taking any action hereunder and thereunder, and




(c)  shall
      not, except as expressly set forth herein and in the other Credit Documents,
      have any duty to disclose, and shall not be liable for the failure to disclose,
      any information relating to the Borrower or any of its Affiliates that is
      communicated to or obtained by the person serving as the Administrative Agent
      or
      any of its Affiliates in any capacity.




The
      Administrative Agent shall not be liable for any action taken or not taken
      by it
      with the consent or at the request of the Required Lenders (or such other number
      or percentage of the Lenders as shall be expressly provided for under the
      circumstances as provided in this Agreement) or in the absence of its own gross
      negligence or willful misconduct. The Administrative Agent shall be deemed
      not
      to have knowledge of any Default or Event of Default unless and until notice
      thereof is given in writing to the Administrative Agent by the Borrower or
      a
      Lender.




The
      Administrative Agent shall not be responsible for or have any duty to ascertain
      or inquire into (i) any statement, warranty or representation made in or in
      connection with this Agreement or any other Credit Document, (ii) the contents
      of any certificate, report or other document delivered hereunder or thereunder
      or in connection herewith or therewith, (iii) the performance or observance
      of
      any of the covenants,




53


agreements
        or other terms or conditions set forth herein or therein or the occurrence
        of
        any Default or Event of Default, (iv) the validity, enforceability,
        effectiveness or genuineness of this Agreement, any other Credit Document
        or any
        other agreement, instrument or document or (v) the satisfaction of any condition
        set forth in this Agreement, other than to confirm receipt of items expressly
        required to be delivered to the Administrative Agent.




Section
      10.4  *Reliance
      by Administrative Agent* .
      The
      Administrative Agent shall be entitled to rely upon, and shall not incur any
      liability for relying upon, any notice, request, certificate, consent,
      statement, instrument, document or other writing (including any electronic
      message, posting or other distribution) believed by it to be genuine and to
      have
      been signed, sent or otherwise authenticated by the proper Person. The
      Administrative Agent also may rely upon any statement made to it orally or
      by
      telephone and believed by it to have been made by the proper Person, and shall
      not incur any liability for relying thereon. In determining compliance with
      any
      condition hereunder to the making of a Loan that by its terms must be fulfilled
      to the satisfaction of a Lender, the Administrative Agent may presume that
      such
      condition is satisfactory to such Lender unless the Administrative Agent shall
      have received notice to the contrary from such Lender prior to the making of
      such Loan. The Administrative Agent may consult with legal counsel (who may
      be
      counsel for the Borrower), independent accountants and other experts selected
      by
      it, and shall not be liable for any action taken or not taken by it in
      accordance with the advice of any such counsel, accountants or experts.




Section
      10.5  *Delegation
      of Duties* .
      The
      Administrative Agent may perform any and all of its duties and exercise its
      rights and powers hereunder or under any other Credit Document by or through
      any
      one or more sub-agents appointed by the Administrative Agent. The Administrative
      Agent and any such sub-agent may perform any and all of its duties and exercise
      its rights and powers by or through their respective Related Parties. The
      exculpatory provisions of this Article shall apply to any such sub-agent and
      to
      the Related Parties of the Administrative Agent and any such sub-agent, and
      shall apply to their respective activities in connection with the syndication
      of
      the credit facilities provided for herein as well as activities as
      Administrative Agent.




Section
      10.6  *Resignation
      of Administrative Agent* .
      The
      Administrative Agent may at any time give notice of its resignation to the
      Lenders and the Borrower. Upon receipt of any such notice of resignation, the
      Required Lenders shall have the right, in consultation with the Borrower (and
      so
      long as no Event of Default shall have occurred and be continuing, with the
      consent of the Borrower), to appoint a successor, which shall be a bank with
      an
      office in Chicago, Illinois or New York, New York, or an Affiliate of any such
      bank with an office in Chicago, Illinois, or New York, New York. If no such
      successor shall have been so appointed by the Required Lenders and shall have
      accepted such appointment within 30 days after the retiring Administrative
      Agent
      gives notice of its resignation, then the retiring Administrative Agent may
      on
      behalf of the Lenders appoint a successor Administrative Agent meeting the
      qualifications set forth above; *provided* that if
      the Administrative Agent shall notify the Borrower and the Lenders that no
      such
      successor is willing to accept such appointment, then such resignation shall




54


nonetheless
        become effective in accordance with such notice and (1) the retiring
        Administrative Agent shall be discharged from its duties and obligations
        hereunder and under the other Loan Documents and (2) all payments,
        communications and determinations to be made by, to or through the
        Administrative Agent shall instead be made by or to each Lender directly,
        until
        such time as the Required Lenders appoint a successor Administrative Agent
        as
        provided for above in this paragraph. Upon the acceptance of a successor’s
        appointment as Administrative Agent hereunder, such successor shall succeed
        to
        and become vested with all of the rights, powers, privileges and duties of
        the
        retiring (or retired) Administrative Agent, and the retiring Administrative
        Agent shall be discharged from all of its duties and obligations hereunder
        and
        under the other Credit Documents (if not already discharged therefrom as
        provided above in this paragraph). The fees payable by the Borrower to a
        successor Administrative Agent shall be the same as those payable to its
        predecessor unless otherwise agreed among the Borrower and such successor.
        After
        the retiring Administrative Agent’s resignation hereunder and under the other
        Credit Documents, the provisions of this Section 10.6 and Section 11.11 shall
        continue in effect for the benefit of such retiring Administrative Agent,
        its
        sub-agents and their respective Related Parties in respect of any actions
        taken
        or omitted to be taken by any of them while the retiring Administrative Agent
        was acting as Administrative Agent.




Section
      10.7  *Non-Reliance
      on Administrative Agent and Other Lenders* .
      Each
      Lender acknowledges that it has, independently and without reliance upon the
      Administrative Agent or any other Lender or any of their Related Parties and
      based on such documents and information as it has deemed appropriate, made
      its
      own credit analysis and decision to enter into this Agreement. Each Lender
      also
      acknowledges that it will, independently and without reliance upon the
      Administrative Agent or any other Lender or any of their Related Parties and
      based on such documents and information as it shall from time to time deem
      appropriate, continue to make its own decisions in taking or not taking action
      under or based upon this Agreement, any other Loan Document or any related
      agreement or any document furnished hereunder or thereunder.




Section
      10.8  *No
      Other Duties, etc* .
      Anything herein to the contrary notwithstanding, no Bookrunner nor Joint
      Lead-Arranger listed on the cover page hereof shall have any powers, duties
      or
      responsibilities in such capacity under this Agreement or any of the other
      Credit Documents.




SECTION
      11.    MISCELLANEOUS.






Section
      11.1  *No
      Waiver of Rights* .
      No
      delay or failure on the part of the Administrative Agent or any Lender or on
      the
      part of the holder or holders of any Note in the exercise of any power or right
      under any Credit Document shall operate as a waiver thereof, nor as an
      acquiescence in any default, nor shall any single or partial exercise thereof
      preclude any other or further exercise of any other power or right. The rights
      and remedies hereunder of the Administrative Agent, the Lenders and the holder
      or holders of any Notes are cumulative to, and not exclusive of, any rights
      or
      remedies which any of them would otherwise have.




55





Section
      11.2  *Non-Business
      Day* .
      Except
      as otherwise expressly provided in this Agreement, if any payment of principal
      or interest on any Loan or of any other Obligation shall fall due on a day
      which
      is not a Business Day, interest or fees (as applicable) at the rate, if any,
      such Loan or other Obligation bears for the period prior to maturity shall
      continue to accrue on such Obligation from the stated due date thereof to and
      including the next succeeding Business Day, on which the same shall be
      payable.




Section
      11.3  *Survival
      of Representations* .
      All
      representations and warranties made herein or in certificates given pursuant
      hereto shall survive the execution and delivery of this Agreement and the other
      Credit Documents, and shall continue in full force and effect with respect
      to
      the date as of which they were made as long as any credit is in use or available
      hereunder.




Section
      11.4  *Survival
      of Indemnities* .
      All
      indemnities and all other provisions relating to reimbursement of the Lenders
      of
      amounts sufficient to protect the yield of the Lenders with respect to the
      Loans, including, but not limited to, Section 2.10, Section 9.3, Section 9.4
      and
      Section 11.11 hereof, shall survive the termination of this Agreement and the
      other Credit Documents and the payment of the Loans and all other
      Obligations.




Section
      11.5  *Set-Off;
      Sharing of Payments* . (a) Without
      limitation of any other rights of the Lenders, if an Event of Default shall
      have
      occurred and be continuing, each Lender and each of their respective Affiliates
      is hereby authorized at any time and from time to time, to the fullest extent
      permitted by applicable law, to set off and apply any and all deposits (general
      or special, time or demand, provisional or final, in whatever currency) at
      any
      time held and other obligations (in whatever currency) at any time owing by
      such
      Lender or any such Affiliate to or for the credit or the account of the Borrower
      against any and all of the obligations of the Borrower now or hereafter existing
      under this Agreement or any other Credit Document to such Lender, irrespective
      of whether or not such Lender shall have made any demand under this Agreement
      or
      any other Credit Document and although such obligations of the Borrower may
      be
      contingent or unmatured or are owed to a branch or office of such Lender
      different from the branch or office holding such deposit or obligated on such
      indebtedness. The rights of each Lender and their respective Affiliates under
      this Section are in addition to other rights and remedies (including other
      rights of setoff) which such Lender or their respective Affiliates may have.
      Each Lender agrees promptly to notify the Borrower and the Administrative Agent
      after any such setoff and application, *provided* that the
      failure to give such notice shall not affect the validity of such setoff and
      application.




(b)  If
      any
      Lender shall, by exercising any right of setoff or counterclaim or otherwise,
      obtain payment in respect of any principal of or interest on any of its Loans
      or
      other obligations hereunder resulting in such Lender’s receiving payment of a
      proportion of the aggregate amount of its Loans and accrued interest thereon
      or
      other such obligations greater than its Percentage thereof as provided herein,
      then the Lender receiving such greater proportion shall notify the
      Administrative Agent of such fact and purchase (for cash at face value)
      participations in the Loans and such other obligations of




56


the
        other
        Lenders, or make such other adjustments as shall be equitable, so that all
        such
        payments shall be shared by the Lenders ratably in accordance with their
        Percentages and other amounts owing them; *provided* that:




(i)  if
      any
      such participations are purchased and all or any portion of the payment giving
      rise thereto is recovered, such participations shall be rescinded and the
      purchase price restored to the extent of such recovery, without interest,
      and




(ii)  the
      provisions of this paragraph shall not be construed to apply to (x) any payment
      made by the Borrower pursuant to and in accordance with the express terms of
      this Agreement or (y) any payment obtained by a Lender as consideration for
      the
      assignment of or sale of a participation in any of its Loans to any assignee
      or
      participant, other than to the Borrower or any Subsidiary thereof (as to which
      the provisions of this paragraph shall apply).




The
      Borrower consents to the foregoing and agrees, to the extent it may effectively
      do so under applicable law, that any Lender acquiring a participation pursuant
      to the foregoing arrangements may exercise against the Borrower rights of setoff
      and counterclaim with respect to such participation as fully as if such Lender
      were a direct creditor of the Borrower in the amount of such
      participation.




Section
      11.6  *Notices* .




*(a)*  *Notices
      Generally* .
      Except
      in the case of notices and other communications expressly permitted to be given
      by telephone or email (and except as provided in paragraph (b) below), all
      notices and other communications provided for herein shall be in writing and
      shall be delivered by hand or overnight courier service, mailed by certified
      or
      registered mail or sent by facsimile as follows:




(i)  if
      to the
      Borrower, to:




1844
      Ferry Road; Naperville, IL 60563


Attention:
      Treasurer


Fax:
      630-983-3810


Confirm
      No.: 630-388-2800




(ii)  if
        to the
        Administrative Agent, to the address set forth on Part B of Schedule 4
        hereto




With
      copies of all such notices to:




JPMorgan
      Chase Bank, N.A.


270
      Park
      Avenue, 4 th Floor


New
      York,
      NY 10017


Attention:
      _____________




57





Telephone:
      212-270-1656


Facsimile:
      212-270-3089


(iii)  if
          to a
          Lender, to it at its address (or facsimile number) set forth in its
          Administrative Questionnaire.


Notices
      sent by hand or overnight courier service, or mailed by certified or registered
      mail, shall be deemed to have been given when received. Notices sent by
      facsimile shall be deemed to have been given when sent (except that, if not
      given during normal business hours for the recipient, shall be deemed to have
      been given at the opening of business on the next business day for the
      recipient). Notices delivered through electronic communications to the extent
      provided in paragraph (b) below, shall be effective as provided in said
      paragraph (b).




*(b)*  *Electronic
      Communications* .
      Notices
      and other communications to the Lenders hereunder may be delivered or furnished
      by electronic communication (including e-mail and Internet or intranet websites)
      pursuant to procedures approved by the Administrative Agent; *provided* that the
      foregoing shall not apply to notices to any Lender pursuant to Section 2.4(b)
      if
      such Lender has notified the Administrative Agent that it is incapable of
      receiving notices under Section 2.4(b) by electronic communication. The
      Administrative Agent or the Borrower may, in its discretion, agree to accept
      notices and other communications to it hereunder by electronic communications
      pursuant to procedures approved by it; *provided* that
      approval of such procedures may be limited to particular notices or
      communications.




Unless
      the Administrative Agent otherwise prescribes, (i) notices and other
      communications sent to an e-mail address shall be deemed received upon the
      sender’s receipt of an acknowledgement from the intended recipient (such as by
      the “return receipt requested” function, as available, return e-mail or other
      written acknowledgement); *provided* that if
      such notice or other communication is not sent during the normal business hours
      of the recipient, such notice or communication shall be deemed to have been
      sent
      at the opening of business on the next Business Day for the recipient, and
      (ii)
      notices or communications posted to an internet or intranet website shall be
      deemed received upon the deemed receipt by the intended recipient at its e-mail
      address as described in the foregoing clause (i) of notification that such
      notice or communication is available and identifying the website address
      therefor.




*(c)*  *Change
      of Address, Etc* .
      Any
      party hereto may change its address or facsimile number for notices and other
      communications hereunder by notice to the other parties hereto.




Section
      11.7  *Counterparts;
      Integration; Effectiveness; Electronic Execution* .




*(a)*  *Counterparts;
      Integration; Effectiveness* .
      This
      Agreement may be executed in counterparts (and by different parties hereto
      in
      different counterparts), each of which shall constitute an original, but all
      of
      which when taken together shall constitute




58


a
        single
        contract. This Agreement and any separate letter agreements with respect
        to fees
        payable to the Administrative Agent constitute the entire contract among
        the
        parties relating to the subject matter hereof and supersede any and all previous
        agreements and understandings, oral or written, relating to the subject matter
        hereof. Except as provided in Section 6.1, this Agreement shall become effective
        when it shall have been executed by the Administrative Agent and when the
        Administrative Agent shall have received counterparts hereof which, when
        taken
        together, bear the signatures of each of the other parties hereto, and
        thereafter shall be binding upon and inure to the benefit of the parties
        hereto
        and their respective successors and assigns. Delivery of an executed counterpart
        of a signature page of this Agreement by facsimile or other electronic means
        shall be effective as delivery of a manually executed counterpart of this
        Agreement.




*(b)*  *Electronic
      Execution of Assignments* .
      The
      words “execution,” “signed,” “signature,” and words of like import in any
      Assignment and Assumption shall be deemed to include electronic signatures
      or
      the keeping of records in electronic form, each of which shall be of the same
      legal effect, validity or enforceability as a manually executed signature or
      the
      use of a paper-based record keeping system, as the case may be, to the extent
      and as provided for in any applicable law, including the Federal Electronic
      Signatures in Global and National Commerce Act, the New York State Electronic
      Signatures and Records Act, or any other similar state laws based on the Uniform
      Electronic Transactions Act.




Section
      11.8  *Successors
      and Assigns* .




*(a)*  *Successors
      and Assigns Generally* .
      The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby,
      except that the Borrower may not assign or otherwise transfer any of its rights
      or obligations hereunder, without the prior written consent of each Lender
      and
      no Lender may assign or otherwise transfer any of its rights or obligations
      hereunder except (i) to an Eligible Assignee in accordance with the provisions
      of paragraph (b) of this Section, (ii) by way of participation in accordance
      with the provisions of paragraph (d) of this Section or (iii) by way of pledge
      or assignment of a security interest subject to the restrictions of paragraph
      (f) of this Section (and any other attempted assignment or transfer by any
      party
      hereto shall be null and void). Nothing in this Agreement, expressed or implied,
      shall be construed to confer upon any Person (other than the parties hereto,
      their respective successors and assigns permitted hereby, Participants to the
      extent provided in paragraph (d) of this Section and, to the extent expressly
      contemplated hereby, the Related Parties of each of the Administrative Agent
      and
      the Lenders) any legal or equitable right, remedy or claim under or by reason
      of
      this Agreement.




*(b)*  *Assignments
      by Lenders* .
      Any
      Lender may at any time assign to one or more Eligible Assignees all or a portion
      of its rights and obligations under this Agreement (including all or a portion
      of its Commitment and the Loans at the time owing to it); *provided* that




59





(i)  except
      in
      the case of an assignment of the entire remaining amount of the assigning
      Lender’s Commitment and the Loans at the time owing to it or in the case of an
      assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
      respect to a Lender, the aggregate amount of the Commitment (which for this
      purpose includes Loans outstanding thereunder) or, if the applicable Commitment
      is not then in effect, the principal outstanding balance of the Loan of the
      assigning Lender subject to each such assignment (determined as of the date
      the
      Assignment and Assumption with respect to such assignment is delivered to the
      Administrative Agent or, if “Trade Date” is specified in the Assignment and
      Assumption, as of the Trade Date) shall not be less than $5,000,000 (and the
      remaining aggregate amount of the Commitment of such assigning Lender shall
      not
      be less than $5,000,000 after giving effect to such assignment), unless each
      of
      the Administrative Agent and, so long as no Default or Event of Default has
      occurred and is continuing, the Borrower otherwise consents (each such consent
      not to be unreasonably withheld or delayed);




(ii)  each
      partial assignment shall be made as an assignment of a proportionate part of
      all
      the assigning Lender’s rights and obligations under this Agreement with respect
      to the Loan or the Commitment assigned;




(iii)  any
      assignment of a Commitment must be approved by the Administrative Agent unless
      the Person that is the proposed assignee is itself an Eligible Assignee, which
      approval shall not be unreasonably withheld; and




(iv)  the
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Assumption, together with a processing and recordation fee
      of
      $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver
      to
      the Administrative Agent an Administrative Questionnaire.




Subject
      to acceptance and recording thereof by the Administrative Agent pursuant to
      paragraph (c) of this Section, from and after the effective date specified
      in
      each Assignment and Assumption, the Eligible Assignee thereunder shall be a
      party to this Agreement and, to the extent of the interest assigned by such
      Assignment and Assumption, have the rights and obligations of a Lender under
      this Agreement, and the assigning Lender thereunder shall, to the extent of
      the
      interest assigned by such Assignment and Assumption, be released from its
      obligations under this Agreement (and, in the case of an Assignment and
      Assumption covering all of the assigning Lender’s rights and obligations under
      this Agreement, such Lender shall cease to be a party hereto) but shall continue
      to be entitled to the benefits of Sections 9.3 and 9.4 with respect to facts
      and
      circumstances occurring prior to the effective date of such assignment. Any
      assignment or transfer by a Lender of rights or obligations under this Agreement
      that




60





does
      not
      comply with this paragraph shall be treated for purposes of this Agreement
      as a
      sale by such Lender of a participation in such rights and obligations in
      accordance with paragraph (d) of this Section.




*(c)*  *Register* .
      The
      Administrative Agent, acting solely for this purpose as an agent of the
      Borrower, shall maintain at one of its offices in Chicago, Illinois a copy
      of
      each Assignment and Assumption delivered to it and a register for the
      recordation of the names and addresses of the Lenders, and the Commitments
      of,
      and principal amounts of the Loans owing to, each Lender pursuant to the terms
      hereof from time to time (the “ *Register* ”).
      The
      entries in the Register shall be conclusive, and the Borrower, the
      Administrative Agent and the Lenders may treat each Person whose name is
      recorded in the Register pursuant to the terms hereof as a Lender hereunder
      for
      all purposes of this Agreement, notwithstanding notice to the contrary. The
      Register shall be available for inspection by the Borrower and any Lender at
      any
      reasonable time upon reasonable prior notice.




*(d)*  *Participations* .
      Any
      Lender may at any time, without the consent of, or notice to, the Borrower
      or
      the Administrative Agent, sell participations to any Person (other than a
      natural person or the Borrower or any of the Borrower’s Affiliates or
      Subsidiaries) (each, a “ *Participant* ”)
      in all
      or a portion of such Lender’s rights and/or obligations under this Agreement
      (including all or a portion of its Commitment and/or the Loans owing to it); *provided* that (i)
      such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
      Lender shall remain solely responsible to the other parties hereto for the
      performance of such obligations and (iii) the Borrower, the Administrative
      Agent
      and the other Lenders shall continue to deal solely and directly with such
      Lender in connection with such Lender’s rights and obligations under this
      Agreement.




Any
      agreement or instrument pursuant to which a Lender sells such a participation
      shall provide that such Lender shall retain the sole right to enforce this
      Agreement and to approve any amendment, modification or waiver of any provision
      of this Agreement; *provided* that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of the Participant, agree to any amendment, modification or waiver
      of
      the type described in Section 11.9(i) that affects such Participant. Subject
      to
      paragraph (e) of this Section, the Borrower agrees that each Participant shall
      be entitled to the benefits of Sections 9.3 and 9.4 to the same extent as if
      it
      were a Lender and had acquired its interest by assignment pursuant to paragraph
      (b) of this Section. Each Lender granting a participation under this Section
      11.8(d) shall keep a register, meeting the requirements of Treasury Regulation
      Section 5f.103-1(c), of each participant, specifying such participant’s
      entitlement to payments of principal and interest with respect to such
      participation.




*(e)*  *Limitations
      upon Participant Rights* .
      A
      Participant shall not be entitled to receive any greater payment under Sections
      9.3 and 9.4 than the applicable Lender would have been entitled to receive
      with
      respect to the participation sold to such Participant, unless the sale of the
      participation to such Participant is made with the Borrower’s prior




61


written
        consent. A Participant that would be a Foreign Lender if it were a Lender
        shall
        not be entitled to the benefits of Section 9.4 unless the Borrower is notified
        of the participation sold to such Participant and such Participant agrees,
        for
        the benefit of the Borrower, to comply with Section 9.4 as though it were
        a
        Lender.




*(f)*  *Certain
      Pledges* .
      Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement to secure obligations of such Lender,
      including without limitation any pledge or assignment to secure obligations
      to a
      Federal Reserve Bank; *provided* that no
      such pledge or assignment shall release such Lender from any of its obligations
      hereunder or substitute any such pledgee or assignee for such Lender as a party
      hereto.




*(g)*  *Certain
      Funding Arrangements* .
      Notwithstanding anything to the contrary contained herein, any Lender (a
“ *Granting
      Bank* ”)
      may
      grant to a special purpose funding vehicle which is an Affiliate of such Bank
      (a
“ *SPC* ”)
      and
      identified as such in writing by the Granting Bank to the Administrative Agent
      and the Borrower, the option to provide to the Borrower all or any part of
      any
      Loan that such Granting Bank would otherwise be obligated to make to the
      Borrower pursuant to this Agreement; *provided* that (i)
      nothing herein shall constitute a commitment by any SPC to make any Loan and
      (ii) if an SPC elects not to exercise such option or otherwise fails to provide
      all or any part of such Loan, the Granting Bank shall be obligated to make
      such
      Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
      shall utilize the Commitment of the Granting Bank to the same extent, and as
      if,
      such Loan were made by such Granting Bank. Each party hereto hereby agrees
      that
      no SPC shall be liable for any indemnity or similar payment obligation under
      this Agreement (all liability for which shall remain with the Granting Bank).
      In
      furtherance of the foregoing, each party hereto hereby agrees (which agreement
      shall survive the termination of this Agreement) that, prior to the date that
      is
      one year and one day after the payment in full of all outstanding commercial
      paper or other senior indebtedness of any SPC, it will not institute against,
      or
      join any other person in instituting against, such SPC any bankruptcy,
      reorganization, arrangement, insolvency or liquidation proceedings under the
      laws of the United States or any State thereof. In addition, notwithstanding
      anything to the contrary contained in this Section 11.8(g), any SPC may (i)
      with
      notice to, but without the prior written consent of, the Borrower and the
      Administrative Agent and without paying any processing fee therefor, assign
      all
      or a portion of its interests in any Loans to the Granting Bank or to any
      financial institutions (consented to by the Borrower and the Administrative
      Agent) providing liquidity and/or credit support to or for the account of such
      SPC to support the funding or maintenance of Loans and (ii) disclose on a
      confidential basis any non-public information relating to its Loans to any
      rating agency, commercial paper dealer or provider of any surety, guarantee
      or
      credit or liquidity enhancement to such SPC. This section may not be amended
      without the written consent of the SPC.




Section
      11.9  *Amendments* .
      Any
      provision of the Credit Documents may be amended or waived if, but only if,
      such
      amendment or waiver is in writing and is signed by (a) the Borrower, (b) the
      Required Lenders, and (c) if the rights or duties of the Administrative Agent
      are affected thereby, the Administrative Agent; *provided* that:




62





(i)  no
      amendment or waiver pursuant to this Section 11.9 shall (A) increase, decrease
      or extend any Commitment of any Lender without the consent of such Lender or
      (B)
      reduce the amount of or postpone any fixed date for payment of any principal
      of
      or interest on any Loan or of any fee or other Obligation payable hereunder
      without the consent of each Lender; *provided* that the
      Required Lenders may waive any default interest accruing pursuant to Section
      2.8
      hereof; and




(ii)  no
      amendment or waiver pursuant to this Section 11.9 shall, unless signed by each
      Lender, change this Section 11.9, or the definition of Required Lenders, or
      affect the number of Lenders required to take any action under the Credit
      Documents.




Anything
      in this Agreement to the contrary notwithstanding, if at any time when the
      conditions precedent set forth in Section 6.2 hereof to any Loan hereunder
      are
      satisfied, any Lender shall fail to fulfill its obligations to make such Loan
      (any such Lender, a “ *Defaulting
      Lender* ”)
      then,
      for so long as such failure shall continue, the Defaulting Lender shall (unless
      the Borrower, the Administrative Agent and the Required Lenders (determined
      as
      if the Defaulting Lender were not a Lender hereunder) shall otherwise consent
      in
      writing) be deemed for all purposes related to amendments, modifications,
      waivers or consents under this Agreement (other than amendments or waivers
      referred to in clause (i) and (ii) above) to have no Loans or Commitments and
      shall not be treated as a Lender hereunder when performing the computation
      of
      the Required Lenders. To the extent the Administrative Agent receives any
      payments or other amounts for the account of a Defaulting Lender such Defaulting
      Lender shall be deemed to have requested that the Administrative Agent use
      such
      payment or other amount to fulfill its obligations to make such
      Loan.




Section
      11.10  *Headings* .
      Section
      headings used in this Agreement are for reference only and shall not affect
      the
      construction of this Agreement.




Section
      11.11  *Expenses;
      Indemnity; Waiver* .




*(a)*  *Costs
      and Expenses* .
      The
      Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
      Administrative Agent and its Affiliates, including the reasonable fees, charges
      and disbursements of counsel for the Administrative Agent (and fees and time
      charges for attorneys who may be employees of the Administrative Agent) in
      accordance with the Fee Letters and the Commitment Letter, in connection with
      the syndication of the credit facilities provided for herein, the preparation,
      negotiation, execution, delivery and administration of this Agreement and the
      other Credit Documents or any amendments, modifications or waivers of the
      provisions hereof or thereof (whether or not the transactions contemplated
      hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses
      incurred by the Administrative Agent or any Lender, including the fees, charges
      and disbursements of any counsel for the Administrative Agent or any Lender
      (and
      fees and time charges for attorneys who may be employees of the Administrative
      Agent or any Lender), in connection with the enforcement or




63


protection
        of its rights in connection with this Agreement and the other Credit Documents,
        including its rights under this Section 11.11(a), or in connection with the
        Loans made hereunder, including all such out-of-pocket expenses incurred
        during
        any workout, restructuring or negotiations in respect of such Loans.




*(b)*  *Indemnification
      by the Borrower* .
      The
      Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)
      and each Lender, and each Related Party of any of the foregoing Persons (each
      such Person being called an “ *Indemnitee* ”)
      against, and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and expenses, including the fees, charges and disbursements
      of any counsel for any Indemnitee (and fees and time charges for attorneys
      who
      may be employees of the Administrative Agent or any Lender) incurred by or
      asserted against any Indemnitee arising out of, in connection with, or as a
      result of (i) the execution or delivery of this Agreement, any other Credit
      Document or any agreement or instrument contemplated hereby or thereby, the
      performance by the parties hereto of their respective obligations hereunder
      or
      the consummation of the transactions contemplated hereby or thereby (including
      any relating to a misrepresentation by the Borrower under any Credit Document),
      (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged
      presence or Release of Hazardous Materials on or from any Property owned or
      operated by the Borrower or any of its Subsidiaries, or any Environmental
      Liability related in any way to the Borrower or any of its Subsidiaries, or
      (iv)
      any actual or prospective claim, litigation, investigation or proceeding
      relating to any of the foregoing, whether based on contract, tort or any other
      theory and regardless of whether any Indemnitee is a party thereto; *provided* that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses are determined
      by
      a court of competent jurisdiction by final and nonappealable judgment to have
      resulted from the gross negligence or willful misconduct of such Indemnitee.




*(c)*  *Reimbursement
      by Lenders* .
      To the
      extent that the Borrower fails for any reason to pay within the time set forth
      in paragraph (e) below any amount required under paragraph (a) or (b) of this
      Section 11.11 to be paid to the Administrative Agent (or any sub-agent thereof)
      or any Related Party of the Administrative Agent, each Lender severally agrees
      to pay to the Administrative Agent (or any such sub-agent) or such Related
      Party, as the case may be, upon demand such Lender’s Percentage (determined as
      of the time that the applicable unreimbursed expense or indemnity payment is
      sought) of such unpaid amount; *provided* that the
      unreimbursed expense or indemnified loss, claim, damage, liability or related
      expense, as the case may be, was incurred by or asserted against the
      Administrative Agent (or any such sub-agent) or against any Related Party of
      the
      Administrative Agent acting for the Administrative Agent (or any such sub-agent)
      in connection with such capacity.




*(d)*  *Waiver
      of Consequential Damages, Etc* .
      To the
      fullest extent permitted by applicable law, Borrower shall not assert, and
      each
      hereby waives, any claim against any Indemnitee, on any theory of liability,
      for
      special, indirect, consequential or punitive damages (as opposed to direct
      or
      actual damages) arising out of, in connection with, or as a result of, this
      Agreement, any other Credit Document or any agreement or instrument




64


contemplated
        hereby, the transactions contemplated hereby or thereby, any Loan or the
        use of
        the proceeds thereof, except to the extent that any such claim shall be based
        upon the gross negligence or willful misconduct of any such Indemnitee. No
        Indemnitee referred to in paragraph (b) above shall be liable for any damages
        arising from the use by unintended recipients of any information or other
        materials distributed by it through telecommunications, electronic or other
        information transmission systems in connection with this Agreement or the
        other
        Credit Documents or the transactions contemplated hereby or
        thereby.




(e)  Payments.
      All amounts due under this Section 11.11 shall be payable not later than 5
      days
      after demand therefor; *provided* that
      with respect to the Borrower, such amount shall automatically become due to
      the
      extent an Event of Default has arisen under Section 8.1(f) or 8.1(g).




Section
      11.12  *Entire
      Agreement* .
      The
      Credit Documents constitute the entire understanding of the parties thereto
      with
      respect to the subject matter thereof and any prior or contemporaneous
      agreements, whether written or oral, with respect thereto are superseded
      thereby.




Section
      11.13  *Governing
      Law; Jurisdiction; Etc* .




*(a)*  *Governing
      Law* .
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York.




*(b)*  *Submission
      to Jurisdiction* .
      The
      Borrower irrevocably and unconditionally submits itself and its Property to
      the
      nonexclusive jurisdiction of the courts of the State of New York sitting in
      the
      Borough of Manhattan and of the United States District Court of the Southern
      District of New York, and any appellate court from any thereof, in any action
      or
      proceeding arising out of or relating to this Agreement or any other Credit
      Document, or for recognition or enforcement of any judgment, and each of the
      parties hereto irrevocably and unconditionally agrees that all claims in respect
      of any such action or proceeding may be heard and determined in such New York
      State court or, to the fullest extent permitted by applicable law, in such
      Federal court. Each of the parties hereto agrees that a final judgment in any
      such action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by law.
      Nothing in this Agreement or in any other Credit Document shall affect any
      right
      that the Administrative Agent or any Lender may otherwise have to bring any
      action or proceeding relating to this Agreement or any other Credit Document
      against the Borrower or its Properties in the courts of any
      jurisdiction.




*(c)*  *Waiver
      of Venue* .
      The
      Borrower irrevocably and unconditionally waives, to the fullest extent permitted
      by applicable law, any objection which it may now or hereafter have to the
      laying of venue of any action or proceeding arising out of or relating to this
      Agreement or any other Credit Document in any court referred to in paragraph
      (b)
      of this Section. Each of the parties hereto hereby irrevocably waives, to the
      fullest extent




65


permitted
        by applicable law, the defense of an inconvenient forum to the maintenance
        of
        such action or proceeding in any such court.




*(d)*  *Service
      of Process* .
      Each
      party hereto irrevocably consents to service of process in the manner provided
      for notices in Section 11.6. Nothing in this Agreement will affect the right
      of
      any party hereto to serve process in any other manner permitted by applicable
      law.




Section
      11.14  *WAIVER
      OF JURY TRIAL* .
      EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
      DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
      OTHER
      CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
      BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
      THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
      EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
      LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
      IT
      AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
      AND
      THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
      CERTIFICATIONS IN THIS SECTION.




Section
      11.15  *Treatment
      of Certain Information; Confidentiality* .
      Each of
      the Administrative Agent and the Lenders agrees to maintain the confidentiality
      of the Information (as defined below), except that Information may be disclosed
      (a) to it, its Affiliates and their respective partners, directors, officers,
      employees, agents, advisors and representatives (it being understood that the
      Persons to whom such disclosure is made will be informed of the confidential
      nature of such Information and instructed to keep such Information
      confidential), (b) to the extent requested by any regulatory authority
      (including any self-regulatory authority, such as the National Association
      of
      Insurance Commissioners), (c) to the extent required by applicable laws or
      regulations or by any subpoena or similar legal process, (d) to any other party
      hereto, (e) in connection with the exercise of any remedies hereunder or under
      any other Credit Document or any action or proceeding relating to this Agreement
      or any other Credit Document or the enforcement of rights hereunder or
      thereunder, (f) subject to an agreement containing provisions substantially
      the
      same as those of this Section 11.15, to any assignee of or Participant in,
      or
      any prospective assignee of or Participant in, any of its rights or obligations
      under this Agreement, (g) with the consent of the Borrower or (h) to the extent
      such Information (x) becomes publicly available other than as a result of a
      breach of this Section 11.15 or (y) becomes available to the Administrative
      Agent or any Lender on a non-confidential basis from a source other than the
      Borrower.




For
      purposes of this Section, “ *Information* ”
means
      all information received from the Borrower or any of its Subsidiaries relating
      to the Borrower or any of its Subsidiaries




66


or
        any of
        their respective businesses, other than any such information that is available
        to the Administrative Agent or any Lender on a non-confidential basis prior
        to
        disclosure by the Borrower; *provided* that, in
        the case of information received from the Borrower after the date hereof,
        such
        information is clearly identified at the time of delivery as confidential.
        Any
        Person required to maintain the confidentiality of Information as provided
        in
        this Section 11.15 shall be considered to have complied with its obligation
        to
        do so if such Person has exercised the same degree of care to maintain the
        confidentiality of such Information as such Person would accord to its own
        confidential information.




Notwithstanding
      anything herein to the contrary, “Information” shall not include, and the
      Administrative Agent and each Lender may disclose to any and all persons any
      information with respect to the U.S. federal income tax treatment and U.S.
      federal income tax structure of the transactions contemplated hereby and all
      materials of any kind (including opinions or other tax analyses) that are
      provided to the Administrative Agent or such Lender relating to such tax
      treatment and tax structure.




Section
      11.16  *Patriot
      Act* .
      As
      required by federal law or the Administrative Agent or a Lender’s polices and
      practices, the Administrative Agent or a Lender may need to collect certain
      customer identification information and documentation in connection with opening
      or maintaining accounts or establishing or continuing to provide
      services.




*-
      Remainder of Page Intentionally Left Blank -*




*[Signature
      Page Follows]*








67





IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and delivered as of the day and year first written above.








Northern
      Illinois Gas Company,


an
      Illinois corporation





By: 
      /s/ GERALD P. O'CONNOR


Name:
      Gerald
      P. O'Connor


Title:
      Vice
      President - Treasurer




























**210-DAY
      FACILITY AGREEMENT SIGNATURE PAGE**











**JPMORGAN
      CHASE BANK, N. A.,**


in
      its
      individual capacity as a Lender and as Administrative Agent








By: /s/ GABRIEL
      J.
      SIMON


Name: Gabriel
      J.
      Simon


Title: Assistant
      Vice President



















BANK
          SIGNATURE PAGE TO 210-DAY CREDIT AGREEMENT








**ABN
      AMRO BANK N. V.**








By: /s/
      CHARLES F.
      RANDOLPH


Name: Charles
      F.
      Randolph


Title: Managing
      Director








By: /s/
      ECE
      Bennett


Name: Ece
      Bennett


Title: Director



















BANK
          SIGNATURE PAGE TO 210-DAY CREDIT AGREEMENT








**WACHOVIA
      BANK, N. A.**








By: /s/ SHAWN
      YOUNG


Name: Shawn
      Young


Title: Vice
      President



















BANK
          SIGNATURE PAGE TO 210-DAY CREDIT AGREEMENT








**THE
      BANK OF TOKYO-MITSUBISHI**


**UFJ,
      LTD., CHICAGO BRANCH (F/K/A**


**THE
      BANK OF TOKYO-MITSUBISHI,**


**LTD.,
      CHICAGO BRANCH)**








By: /s/
      TSUGUYUKI
      UMENE


Name: Tsuguyuki
      Umene


Title: Deputy
      General
      Manager



















BANK
          SIGNATURE PAGE TO 210-DAY CREDIT AGREEMENT








**THE
      BANK OF NEW YORK**








By: /s/
      RICHARD K.
      FRONAPFEL, JR.


Name: Richard
      K. Fronapfel,
      Jr.


Title: Vice
      President



















BANK
          SIGNATURE PAGE TO 210-DAY CREDIT AGREEMENT








**MIZUHO
      CORPORATE BANK, LTD.**








By: /s/
      RAYMOND VENTURA


Name: Raymond
      Ventura


Title: Deputy
      General Manager



















BANK
          SIGNATURE PAGE TO 210-DAY CREDIT AGREEMENT








**BANCO
      BILBAO VIZCAYA**


**ARGENTARIA
      S.A.**








By: /s/
      MARIA T.
      VIZAN


Name: Maria
      T.
      Vizan


Title: Vice
      President - Global Corporate Banking








By: /s/
      JOHN
      MARTINI


Name: John
      Martini


Title: Vice
      President - Corporate
      Banking



















BANK
          SIGNATURE PAGE TO 210-DAY CREDIT AGREEMENT








**SUNTRUST
      BANK**








By: /s/
      YANN
      PIRIO


Name: Yann
      Pirio


Title: Vice
      President



















BANK
          SIGNATURE PAGE TO 210-DAY CREDIT AGREEMENT








**WELLS
      FARGO BANK, NATIONAL**


**ASSOCIATION**








By: /s/
      CHARLES W.
      REED


Name: Charles
      W.
      Reed


Title: Vice
      President



















BANK
          SIGNATURE PAGE TO 210-DAY CREDIT AGREEMENT








**U.S.
      BANK NATIONAL ASSOCIATION**








By: /s/
      JAMES N. DEVRIES


Name: James
      N.
      DeVries


Title: Senior
      Vice
      President



















BANK
          SIGNATURE PAGE TO 210-DAY CREDIT AGREEMENT








**FIFTH
      THIRD BANK (CHICAGO),**


**A
      MICHIGAN BANKING**


**CORPORATION**








By: /s/
      KIM
      PUSZCZEWICZ


Name: Kim
      Puszczewicz


Title: Vice
      President



















BANK
          SIGNATURE PAGE TO 210-DAY CREDIT AGREEMENT








**SEAWAY
      NATIONAL BANK OF**


**CHICAGO**








By: /s/
      ARLENE
      WILLIAMS


Name: Arlene
      Williams


Title: Senior
      Vice President



















BANK
          SIGNATURE PAGE TO 210-DAY CREDIT AGREEMENT


**THE
      NORTHERN TRUST COMPANY**








By: /s/
      KAREN
      DAHL


Name: Karen
      Dahl


Title: Vice
      President





















BANK
            SIGNATURE PAGE TO 210-DAY CREDIT AGREEMENT





**EXHIBIT
      A**




**PROMISSORY
      NOTE**




September
      [   ], 2006




FOR
      VALUE
      RECEIVED, the undersigned, Northern Illinois Gas Company, an Illinois
      corporation (“ *Borrower* ”),
      promises to pay to the order of [_________________] (the “ *Lender* ”),
      at
      the principal office of JPMorgan Chase Bank, N.A., in New York, New York, in
      accordance with Section 4 of the Credit Agreement, the aggregate unpaid
      principal amount of each Loan made by the Lender to Borrower pursuant to the
      Credit Agreement (as hereinafter defined) on the date repayment of such Loan
      is
      due, together with interest on the principal amount of each Loan from time
      to
      time outstanding hereunder at the rates, and payable in the manner and on the
      dates, specified in the Credit Agreement.




This
      Note
      is one of the Notes referred to in the Credit Agreement dated as of October
      26,
      2006, among Northern Illinois Gas Company, JPMorgan Chase Bank, N.A., as
      Administrative Agent and the other financial institutions party thereto (the
      “ *Credit
      Agreement* ”),
      and
      this Note and the holder hereof are entitled to all the benefits provided for
      thereby or referred to therein, to which Credit Agreement reference is hereby
      made for a statement thereof. All defined terms used in this Note, except terms
      otherwise defined herein, shall have the same meaning as in the Credit
      Agreement. This Note shall be governed by and construed in accordance with
      the
      laws of the State of New York.




The
      Lender shall record on its books or records or on a schedule attached to this
      Note, which is a part hereof, each Loan made by it pursuant to the Credit
      Agreement, together with all payments of principal and interest and the
      principal balances from time to time outstanding hereon, whether the Loan is
      a
      Base Rate Loan or a Eurodollar Loan, and the interest rate and Interest Period
      applicable thereto; *provided* that
      prior to the transfer of this Note all such amounts shall be recorded on a
      schedule attached to this Note. The record thereof, whether shown on such books
      or records or on a schedule to this Note, shall be prima facie evidence of
      the
      same; *provided* ,
      however, that the failure of the Lender to record any of the foregoing or any
      error in any such record shall not limit or otherwise affect the obligation
      of
      Borrower to repay all Loans made to it pursuant to the Credit Agreement together
      with accrued interest thereon.




Prepayments
      may be made hereon and this Note may be declared due prior to the expressed
      maturity hereof, all in the events, on the terms and in the manner as provided
      for in the Credit Agreement.




*-
      Remainder of Page Intentionally Left Blank -*




*[Signature
      Page Follows]*










The
      Borrower hereby waives demand, presentment, protest or notice of any kind
      hereunder.




NORTHERN
      ILLINOIS GAS COMPANY,


an
      Illinois corporation








By:


Name:


Title:








**EXHIBIT
      B**




**COMPLIANCE
      CERTIFICATE**




This
      Compliance Certificate is furnished to JPMorgan Chase Bank, N.A., as
      Administrative Agent pursuant to the 210-Day Credit Agreement dated as of
      October 26, 2006, among Northern Illinois Gas Company, an Illinois corporation
      (the “ *Borrower* ”),
      JPMorgan Chase Bank, N.A., as Administrative Agent and the financial
      institutions party thereto (as amended, supplemented or otherwise modified
      from
      time to time, the “ *Credit
      Agreement* ”).
      Unless otherwise defined herein, the terms used in this Compliance Certificate
      have the meanings ascribed thereto in the Credit Agreement.




THE
      UNDERSIGNED HEREBY CERTIFIES THAT:




1.  I
      am the
      duly elected or appointed ___________________of the Borrower;




2.  I
      have
      reviewed the terms of the Credit Agreement and I have made, or have caused
      to be
      made under my supervision, a detailed review of the transactions and conditions
      of Nicor and its Subsidiaries during the accounting period covered by the
      financial statements (which financial statements have been posted on Nicor's
      website on the Internet at www.nicor.com);




3.  The
      examinations described in paragraph 2 did not disclose, and I have no knowledge
      of, the existence of any condition or event which constitutes a Default or
      an
      Event of Default during or at the end of the accounting period covered by the
      Borrower's financial statements for the year/quarter end (which financial
      statements have been posted on Nicor's website on the Internet at www.nicor.com)
      or as of the date of this Certificate, except as set forth below;
      and




4.  Schedule
      1 attached hereto sets forth financial data and computations evidencing
      compliance with certain covenants of the Credit Agreement, all of which data
      and
      computations are true, complete and correct. All computations are made in
      accordance with the terms of the Credit Agreement.




Described
      below are the exceptions, if any, to paragraph 3 listing, in detail, the nature
      of the condition or event, the period during which it has existed and the action
      which the Borrower has taken, is taking, or proposes to take with respect to
      each such condition or event:















The
      foregoing certifications, together with the computations set forth in Schedule
      1
      hereto are made and delivered this ___________day of __________,
      200_.










**SCHEDULE
      1 TO COMPLIANCE CERTIFICATE**




Compliance
      Calculations for Credit Agreement




**CALCULATION
      AS OF ________ __,200_**







A.Leverage
                Ratio (Section 7.15)1.Consolidated
                Net Worth
            $2.Consolidated
                Indebtedness
            $3.Capital
                (Line A1 plus Line A2)
            $4.Leverage
                Ratio
            :1.00
            (ratio
                of Line A2 to Line A3 not to exceed 0.70:1.00)










EXHIBIT
      C




**ASSIGNMENT
      AND ASSUMPTION**




This
      Assignment and Assumption (the “ Assignment
      and Assumption ”)
      is
      dated as of the Effective Date set forth below and is entered into by and
      between **[Insert
      name of Assignor]** (the
“ Assignor ”)
      and **[Insert
      name of Assignee]** (the
“ Assignee ”).
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Credit Agreement identified below (as amended, the “ Credit
      Agreement ”),
      receipt of a copy of which is hereby acknowledged by the Assignee. Annex 1
      attached hereto is hereby agreed to and incorporated herein by reference and
      made a part of this Assignment and Assumption as if set forth herein in
      full.




For
      an
      agreed consideration, the Assignor hereby irrevocably sells and assigns to
      the
      Assignee, and the Assignee hereby irrevocably purchases and assumes from the
      Assignor, subject to and in accordance with the Assignment and Assumption and
      the Credit Agreement, as of the Effective Date inserted by the Administrative
      Agent as contemplated below (i) all of the Assignor’s rights and obligations in
      its capacity as a Lender under the Credit Agreement and any other documents
      or
      instruments delivered pursuant thereto to the extent related to the amount
      and
      percentage interest identified below of all of such outstanding rights and
      obligations of the Assignor under the respective facilities identified below
      (including without limitation any letters of credit, guarantees, and swingline
      loans included in such facilities) and (ii) to the extent permitted to be
      assigned under applicable law, all claims, suits, causes of action and any
      other
      right of the Assignor (in its capacity as a Lender) against any Person, whether
      known or unknown, arising under or in connection with the Credit Agreement,
      any
      other documents or instruments delivered pursuant thereto or the loan
      transactions governed thereby or in any way based on or related to any of the
      foregoing, including, but not limited to, contract claims, tort claims,
      malpractice claims, statutory claims and all other claims at law or in equity
      related to the rights and obligations sold and assigned pursuant to clause
      (i)
      above (the rights and obligations sold and assigned pursuant to clauses (i)
      and
      (ii) above being referred to herein collectively as, the “ Assigned
      Interest ”).
      Such
      sale and assignment is without recourse to the Assignor and, except as expressly
      provided in this Assignment and Assumption, without representation or warranty
      by the Assignor.




1. Assignor:




2. Assignee:


**[and is an Affiliate/Approved Fund of [identify
      Lender]1]**




3. 
Borrower: 
Northern
      Illinois Gas
      Company




4. 
Administrative
      Agent:  JP Morgan Chase
      Bank, N.A., as the administrative agent under the Credit Agreement










1  
Select
      as applicable.









5. 
Credit
      Agreement: The Credit Agreement dated
      as of October 26, 2006 among Northern Illinois Gas Company, the Lenders parties
      thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.


6. 
Assigned
        Interest:




Amount
                of Commitment/Loans of Assignor prior to [Effective] [Trade]
                Date
            Amount
                of Commitment/Loans of Assignee prior to [Effective] [Trade]
                Date
            Amount
                of Commitment/Loans Assigned
            Amount
                of Commitment/Loans of Assignor after [Effective] [Trade]
                Date
            Amount
                of Commitment/Loans of Assignee after [Effective] [Trade]
                Date$
            $
            $
            $
            $





**[7. 
Trade
        Date:  
] 2**


Effective
      Date: _____________ ___, 20___ **[TO
      BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
      RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]**




The
      terms
      set forth in this Assignment and Assumption are hereby agreed to:




ASSIGNOR





[NAME
      OF
      ASSIGNOR]








By:


Title:











ASSIGNEE





[NAME
      OF
      ASSIGNEE]








By:


Title:

















2 To
      be completed if
      the Assignor and the Assignee intend that the minimum assignment amount is
      to be
      determined as of the Trade Date.









[Consented
      to and] 3  Accepted:




JPMORGAN
      CHASE BANK, N.A. ,
      as




Administrative
      Agent




By:


Title:







[Consented
      to:] 4




NORTHERN
      ILLINOIS GAS COMPANY




By:


Title:







3
                To
                    be added only if the consent of the Administrative Agent is required
                    by
                    the terms of the Credit Agreement.
 4
                To
                    be added only if the consent of the Borrower is required by the
                    terms of
                    the Credit Agreement.





**ANNEX
      1 to Assignment and Assumption**




**STANDARD
      TERMS AND CONDITIONS FOR**




**ASSIGNMENT
      AND ASSUMPTION**




1.  Representations
      and Warranties .




1.1  Assignor .
      The
      Assignor (a) represents and warrants that (i) it is the legal and beneficial
      owner of the Assigned Interest, (ii) the Assigned Interest is free and clear
      of
      any lien, encumbrance or other adverse claim and (iii) it has full power and
      authority, and has taken all action necessary, to execute and deliver this
      Assignment and Assumption and to consummate the transactions contemplated
      hereby; and (b) assumes no responsibility with respect to (i) any statements,
      warranties or representations made in or in connection with the Credit Agreement
      or any other Credit Document, (ii) the execution, legality, validity,
      enforceability, genuineness, sufficiency or value of the Credit Documents or
      any
      collateral thereunder, (iii) the financial condition of the Borrower, any of
      its
      Subsidiaries or Affiliates or any other Person obligated in respect of any
      Credit Document or (iv) the performance or observance by the Borrower, any
      of
      its Subsidiaries or Affiliates or any other Person of any of their respective
      obligations under any Credit Document.




1.2  Assignee .
      The
      Assignee (a) represents and warrants that (i) it has full power and authority,
      and has taken all action necessary, to execute and deliver this Assignment
      and
      Assumption and to consummate the transactions contemplated hereby and to become
      a Lender under the Credit Agreement, (ii) it meets all requirements of an
      Eligible Assignee under the Credit Agreement (subject to receipt of such
      consents as may be required under the Credit Agreement), (iii) from and after
      the Effective Date, it shall be bound by the provisions of the Credit Agreement
      as a Lender thereunder and, to the extent of the Assigned Interest, shall have
      the obligations of a Lender thereunder, (iv) it has received a copy of the
      Credit Agreement, together with copies of the most recent financial statements
      delivered pursuant to Section 7.6 thereof, as applicable, and such other
      documents and information as it has deemed appropriate to make its own credit
      analysis and decision to enter into this Assignment and Assumption and to
      purchase the Assigned Interest on the basis of which it has made such analysis
      and decision independently and without reliance on the Administrative Agent
      or
      any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment
      and Assumption is any documentation required to be delivered by it pursuant
      to
      the terms of the Credit Agreement, duly completed and executed by the Assignee;
      and (b) agrees that (i) it will, independently and without reliance on the
      Administrative Agent, the Assignor or any other Lender, and based on such
      documents and information as it shall deem appropriate at the time, continue
      to
      make its own credit decisions in taking or not taking action under the Credit
      Documents, and (ii) it will perform in accordance with their terms all of the
      obligations which by the terms of the Credit Documents are required to be
      performed by it as a Lender.




2.  Payments .
      From
      and after the Effective Date, the Administrative Agent shall make all payments
      in respect of the Assigned Interest (including payments of principal, interest,
      fees and other amounts) to the Assignee whether such amounts have accrued prior
      to, on or after the Effective Date. The Assignor and the Assignee shall make
      all
      appropriate adjustments in






payments
        by the Administrative Agent for periods prior to the Effective Date or with
        respect to the making of this assignment directly between
        themselves.




3.  General
      Provisions .
      This
      Assignment and Assumption shall be binding upon, and inure to the benefit of,
      the parties hereto and their respective successors and assigns. This Assignment
      and Assumption may be executed in any number of counterparts, which together
      shall constitute one instrument. Delivery of an executed counterpart of a
      signature page of this Assignment and Assumption by telecopy shall be effective
      as delivery of a manually executed counterpart of this Assignment and
      Assumption. This Assignment and Assumption shall be governed by, and construed
      in accordance with, the law of the State of New York.







**EXHIBIT
      D**




**FORM
      OF NOTICE OF**




**BORROWING**




JPMorgan
      Chase Bank, N.A., as Administrative Agent


for
      the
      Lenders parties


to
      the Credit Agreement


referred to below


10
      S.
      Dearborn, Floor 19


Mail
      Code
      IL1-0010


Chicago,
      IL 60603

















[Date]




Attention:  Maribel
      Lorenzo




Email:  maribel.x.lorenzo@jpmchase.com




phone:  312-732-5548




fax:  312-385-7096









Ladies
      and Gentlemen:




The
      undersigned, Northern Illinois Gas Company, refers to the Credit Agreement,
      dated as of October 26, 2006 (as amended, amended and restated, supplemented
      or
      otherwise modified from time to time, the “ *Credit
      Agreement* ”,
      the
      terms defined therein being used herein as therein defined), among the Borrower,
      the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative
      Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant
      to
      Section 2.4(a) of the Credit Agreement that the undersigned hereby requests
      a
      Borrowing under the Credit Agreement, and in that connection sets forth below
      the information relating to such Borrowing (the “ *Proposed
      Borrowing* ”)
      as
      required by Section 2.4(a) of the Credit Agreement:




(i)  The
      Business Day of the Proposed Borrowing is _______________, 200_.




(ii)  The
      Proposed Borrowing is [new advance of Loans] [continuation of existing Loans]
      [conversion of existing Loans].




(iii)  The
      type
      of Loan comprising the Proposed Borrowing is [Base Rate Loans] [Eurodollar
      Loans].







(iv)  The
      aggregate amount of the Proposed Borrowing is $_______________.




[(v)  The
      initial Interest Period for each Eurodollar Loans made as part of the Proposed
      Borrowing is _____ month[s].]




The
      undersigned hereby certifies that the conditions precedent to such Proposed
      Borrowing contained in Section 6 have been satisfied.




Very
      truly yours,





NORTHERN
      ILLINOIS GAS COMPANY











By


Title:









**SCHEDULE
      1**




**PRICING
      GRID**




If
                the Level Status Is
            The
                Facility Fee Rate is:
            The
                Eurodollar Margin is:
            The
                Base Rate Margin is:
            The
                Utilization Fee Rate is:Level
                I Status
            0.035%
            0.090%
            0.000%
            0.050%Level
                II Status
            0.040%
            0.110%
            0.000%
            0.050%Level
                III Status
            0.050%
            0.150%
            0.000%
            0.050%Level
                IV Status
            0.060%
            0.190%
            0.000%
            0.050%Level
                V Status
            0.070%
            0.230%
            0.000%
            0.050%Level
                VI Status
            0.090%
            0.360%
            0.000%
            0.050%Level
                VII Status
            0.100%
            0.500%
            0.000%
            0.050%





Each
      change in a rating shall be effective as of the date it is announced by the
      applicable rating agency.




With
      respect to the Borrower, in the event that the Moody’s Rating and the S&P
      Rating fall in consecutive Levels, the rating falling in the higher Level (with
      Level I being the highest Level and Level VII being the lowest Level) shall
      govern for purposes of determining the applicable pricing pursuant to the above
      pricing grid. In the event that the Moody’s Rating and the S&P Rating fall
      in non-consecutive Levels, the Level immediately below the Level in which the
      higher rating falls shall govern for purposes of determining the applicable
      pricing pursuant to the above pricing grid. If at any time the Borrower has
      no
      Moody’s Rating or no S&P Rating, the remaining rating shall apply unless the
      Borrower has neither a Moody’s Rating nor a S&P Rating, in which case Level
      VII shall apply; *provided* ,
      that in
      such event the Borrower may propose an alternative rating agency or mechanism
      in
      replacement thereof, subject to the written consent of the Required Lenders.















**SCHEDULE
      2**




**INITIAL
      COMMITMENTS**




**Lender**  **Initial
      Commitment**




ABN
                Amro Bank N.V.
            48,000,000JPMorgan
                Chase Bank, N.A.
            48,000,000The
                Bank of New York
            40,000,000The
                Bank of Tokyo-Mitsubishi UFJ, Ltd., Chicago Branch
            40,000,000Wachovia
                Bank, N.A.
            40,000,000Wells
                Fargo Bank, National Association
            35,000,000The
                Northern Trust Company
            30,000,000SunTrust
                Bank
            30,000,000U.S.
                Bank National Association
            30,000,000Mizuho
                Corporate Bank, Ltd.
            25,000,000Banco
                Bilbao Vizcaya Argentaria S.A.
            20,000,000Fifth
                Third Bank (Chicago)
            10,000,000Seaway
                National Bank of Chicago
            4,000,000













**SCHEDULE
      4**




**ADMINISTRATIVE
      AGENT’S NOTICE AND PAYMENT INFORMATION**




JPMorgan
      Chase Bank, N.A.


ABA/Routing
      No.: 021000021


Account
      Name: Loan Processing DP


Account
      No.: 9008109962


Attention:
      Maribel Lorenzo


Part
      B -
      Notices




JPMorgan
      Chase Bank, N.A.


10
      S.
      Dearborn, Floor 19


Mail
      Code
      IL1-0010


Chicago,
      IL 60603


Attn:
      Maribel Lorenzo


Email:
      maribel.x.lorenzo@jpmchase.com


Fax:
      312-385-7096




















**SCHEDULE
      5.2**




**MATERIAL
      SUBSIDIARIES**




Description
                of Subsidiary's Authorized Capital Stock, if not
                whollySubsidiary
                Name
            State
                of Origin
            Ownership
            ownedNone.










**SCHEDULE
      6.1**









Borrower
      has entered into a Bond Purchase Agreement dated as of October 20, 2006 for
      the
      issuance and sale to the purchasers identified therein of $50,000,000 aggregate
      principal amount of Borrower's First Mortgage Bonds 5.85% Series Due December
      15, 2036. The bonds are to be issued under and in accordance with a supplemental
      indenture to the Nicor Gas Indenture to be dated as of December 15, 2006 and
      the
      proceeds will be used to repay existing indebtedness of Borrower.







**SCHEDULE
      7.17**




**RESTRICTIONS
      ON DISTRIBUTIONS AND EXISTING NEGATIVE PLEDGES**




Refer
      to
      (i) Nicor Gas Indenture as defined in Section 1, (ii) the 5-Year Facility
      Agreement as defined in Section 1, (iii) the 2 Year Term Loan Agreement as
      defined in Section 1 and (iv) the Guaranty as defined in Section 1.