nicorinc1008-3yearcredit.htm


    Nicor
Inc.

    Form
10-Q

    Exhibit
10.08

    



    EXECUTION
VERSION

     

    
      

      

    

    3
YEAR

     

    CREDIT
AGREEMENT

     

    DATED AS
OF

     

    APRIL 23,
2010

     

    AMONG

     

    NORTHERN
ILLINOIS GAS COMPANY

     

    and

     

    NICOR
INC.,

     

     as
Borrowers,

     

    THE
FINANCIAL INSTITUTIONS PARTY HERETO,

     

    as
Lenders,

     

    JPMORGAN
CHASE BANK, N.A.,

    as
Administrative Agent,

     

    RBS
SECURITIES INC.

    and

    WELLS
FARGO BANK, NATIONAL ASSOCIATION,

    as
Syndication Agents,

     

    and

     

    THE BANK
OF TOKYO-MITSUBISHI UFJ, LTD.

    U.S. BANK
NATIONAL ASSOCIATION

    and

    WELLS
FARGO BANK, NATIONAL ASSOCIATION,

    as
Documentation Agents

     

    
       

      
        

        

      

    

     

    J.P.
MORGAN SECURITIES INC.,

    RBS
SECURITIES INC.

    and

    WELLS
FARGO SECURITIES, LLC,

    as Joint
Lead-Arrangers and Bookrunners

     

     

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    TABLE OF
CONTENTS

     

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

     

     

    
      
        
          	 	 	PAGE
	 	 
	SECTION 1.
      DEFINITIONS; INTERPRETATION  	1
	 	 	 
	
                  Section
      1.1

                	
                  Definitions 

                	 1
	
                  Section
      1.2

                	
                  Interpretation 

                	 14
	 	 	 
	SECTION 2. THE
      CREDITS  	 14
	 	 	 
	
                  Section
      2.1

                	
                  The
      Revolving Loan Commitment 

                	 15
	
                  Section
      2.2

                	
                  Applicable
      Interest Rates 

                	 15
	
                  Section
      2.3

                	
                  Minimum
      Borrowing Amounts 

                	 17
	
                  Section
      2.4

                	
                  Manner
      of Borrowing Loans and Designating Interest Rates Applicable to
      Loans. 

                	 17
	
                  Section
      2.5

                	
                  Interest
      Periods 

                	 19
	
                  Section
      2.6

                	
                  Maturity
      of Loans 

                	 20
	
                  Section
      2.7

                	
                  Prepayments 

                	 20
	
                  Section
      2.8

                	
                  Default
      Rate 

                	 20
	
                  Section
      2.9

                	
                  Evidence
      of Debt 

                	 21
	
                  Section
      2.10

                	
                  Funding
      Indemnity 

                	 21
	
                  Section
      2.11

                	
                  Commitments 

                	 22
	
                  Section
      2.12

                	
                  Increase
      in the Aggregate Commitments 

                	 23
	
                  Section
      2.13

                	
                  Defaulting
      Lenders 

                	 24
	 	 	 
	SECTION 3. FEES AND
      EXTENSIONS  	 25
	 	 	 
	
                  Section
      3.1

                	
                  Fees 

                	 25
	
                  Section
      3.2

                	
                  Extensions 

                	 25
	 	 	 
	SECTION 4. PLACE AND
      APPLICATION OF PAYMENTS  	 26
	 	 	 
	SECTION 5.
      REPRESENTATIONS AND WARRANTIES  	 27
	 	 	 
	
                  Section
      5.1

                	
                  Corporate
      Organization and Authority 

                	 27
	
                  Section
      5.2

                	
                  Subsidiaries 

                	27
	
                  Section
      5.3

                	
                  Corporate
      Authority and Validity of Obligations 

                	 28
	
                  Section
      5.4

                	
                  Financial
      Statements 

                	 28
	
                  Section
      5.5

                	
                  No
      Litigation; No Labor Controversies 

                	 28
	
                  Section
      5.6

                	
                  Taxes 

                	 28
	
                  Section
      5.7

                	
                  Approvals 

                	 28
	
                  Section
      5.8

                	
                  ERISA 

                	 29
	
                  Section
      5.9

                	
                  Government
      Regulation 

                	 29
	 	 	 


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

        
          	
                  Section
      5.10

                	
                  Margin
      Stock; Use of Proceeds

                	
                  29

                
	
                  Section
      5.11

                	
                  Environmental
      Warranties

                	
                  29

                
	
                  Section
      5.12

                	
                  Ownership
      of Property; Liens

                	
                  30

                
	
                  Section
      5.13

                	
                  Compliance
      with Agreements

                	
                  30

                
	
                  Section
      5.14

                	
                  Full
      Disclosure

                	
                  31

                
	
                  Section
      5.15

                	
                  Solvency

                	
                  31

                
	 	 
	
                  SECTION
      6. CONDITIONS PRECEDENT

                	 
      31
	 	 	 
	
                  Section
      6.1

                	
                  Initial
      Borrowing

                	
                  31

                
	
                  Section
      6.2

                	
                  All
      Borrowings

                	
                  32

                
	 	 
	
                  SECTION
      7. COVENANTS

                	 
      32
	 	 	 
	
                  Section
      7.1

                	
                  Corporate
      Existence; Material Subsidiaries

                	
                  33

                
	
                  Section
      7.2

                	
                  Maintenance

                	
                  33

                
	
                  Section
      7.3

                	
                  Taxes

                	
                  33

                
	
                  Section
      7.4

                	
                  ERISA

                	
                  33

                
	
                  Section
      7.5

                	
                  Insurance

                	
                  33

                
	
                  Section
      7.6

                	
                  Financial
      Reports and Other Information

                	
                  33

                
	
                  Section
      7.7

                	
                  Lender
      Inspection Rights

                	
                  35

                
	
                  Section
      7.8

                	
                  Conduct
      of Business

                	
                  36

                
	
                  Section
      7.9

                	
                  Liens

                	
                  36

                
	
                  Section
      7.10

                	
                  Use
      of Proceeds; Regulation U

                	
                  37

                
	
                  Section
      7.11

                	
                  Mergers,
      Consolidations and Sales of Assets

                	
                  38

                
	
                  Section
      7.12

                	
                  Environmental
      Matters

                	
                  38

                
	
                  Section
      7.13

                	
                  Investments,
      Acquisitions, Loans, Advances and Guaranties

                	
                  38

                
	
                  Section
      7.14

                	
                  Restrictions
      on Indebtedness

                	
                  40

                
	
                  Section
      7.15

                	
                  Leverage
      Ratio

                	
                  40

                
	
                  Section
      7.16

                	
                  [Intentionally
      Omitted]

                	
                  40

                
	
                  Section
      7.17

                	
                  Dividends
      and Other Shareholder Distributions

                	
                  40

                
	
                  Section
      7.18

                	
                  No
      Negative Pledges

                	
                  41

                
	
                  Section
      7.19

                	
                  Transactions
      with Affiliates

                	
                  41

                
	
                  Section
      7.20

                	
                  Compliance
      with Laws

                	
                  42

                
	
                  Section
      7.21

                	
                  Derivative
      Obligation

                	
                  42

                
	
                  Section
      7.22

                	
                  Sales
      and Leasebacks

                	
                  42

                
	
                  Section
      7.23

                	
                  OFAC;
      BSA

                	
                  42

                
	 	 
	
                  SECTION
      8. EVENTS OF DEFAULT AND REMEDIES

                	 
      42
	 	 	 
	
                  Section
      8.1

                	
                  Events
      of Default

                	
                  42

                
	
                  Section
      8.2

                	
                  Non-Bankruptcy
      Defaults

                	
                  44

                
	
                  Section
      8.3

                	
                  Bankruptcy
      Defaults

                	
                  44

                
	 	 
	
                  SECTION
      9. CHANGE IN CIRCUMSTANCES; TAXES

                	 
      44
	 	 	 
	
                  Section
      9.1

                	
                  Change
      of Law

                	
                  44

                
	
                  Section
      9.2

                	
                  Unavailability
      of Deposits or Inability to Ascertain, or Inadequacy of,
    LIBOR

                	
                  45

                


        

        
 

        
          
            
              ii 


            

            
               


              
                

              

            

            
               


            

          

        

         

        


        
          	
                  Section
      9.3

                	
                  Increased
      Costs

                	
                  45

                
	
                  Section
      9.4

                	
                  Taxes

                	
                  46

                
	
                  Section
      9.5

                	
                  Mitigation
      Obligations; Replacement of Lenders

                	
                  49

                
	
                  Section
      9.6

                	
                  Discretion
      of Lender as to Manner of Funding

                	
                  50

                
	 	 
	SECTION
      10. THE AGENT 50	 
      50
	 	 	 
	
                  Section
      10.1

                	
                  Appointment
      and Authority

                	
                  50

                
	
                  Section
      10.2

                	
                  Rights
      as a Lender

                	
                  50

                
	
                  Section
      10.3

                	
                  Exculpatory
      Provisions

                	
                  50

                
	
                  Section
      10.4

                	
                  Reliance
      by Administrative Agent

                	
                  51

                
	
                  Section
      10.5

                	
                  Delegation
      of Duties

                	
                  52

                
	
                  Section
      10.6

                	
                  Resignation
      of Administrative Agent

                	
                  52

                
	
                  Section
      10.7

                	
                  Non-Reliance
      on Administrative Agent and Other Lenders

                	
                  53

                
	
                  Section
      10.8

                	
                  No
      Other Duties, etc

                	
                  53

                
	 	 
	
                  SECTION
      11. MISCELLANEOUS

                	 
      53
	 	 	 
	
                  Section
      11.1

                	
                  No
      Waiver of Rights

                	
                  53

                
	
                  Section
      11.2

                	
                  Non-Business
      Day

                	
                  53

                
	
                  Section
      11.3

                	
                  Survival
      of Representations

                	
                  53

                
	
                  Section
      11.4

                	
                  Survival
      of Indemnities

                	
                  53

                
	
                  Section
      11.5

                	
                  Set-Off;
      Sharing of Payments

                	
                  53

                
	
                  Section
      11.6

                	
                  Notices

                	
                  54

                
	
                  Section
      11.7

                	
                  Counterparts;
      Integration; Effectiveness; Electronic Execution

                	
                  56

                
	
                  Section
      11.8

                	
                  Successors
      and Assigns

                	
                  56

                
	
                  Section
      11.9

                	
                  Amendments

                	
                  59

                
	
                  Section
      11.10

                	
                  Headings

                	
                  60

                
	
                  Section
      11.11

                	
                  Expenses;
      Indemnity; Waiver

                	
                  60

                
	
                  Section
      11.12

                	
                  Entire
      Agreement

                	
                  61

                
	
                  Section
      11.13

                	
                  Governing
      Law; Jurisdiction; Etc

                	
                  61

                
	
                  Section
      11.14

                	
                  WAIVER
      OF JURY TRIAL

                	
                  62

                
	
                  Section
      11.15

                	
                  Treatment
      of Certain Information; Confidentiality

                	
                  62

                
	
                  Section
      11.16

                	
                  Patriot
      Act

                	
                  63

                


        

      

    

     

    
EXHIBITS

    


    
      	
              A           -

            	
              Form
      of Note

            
	
              B           -

            	
              Form
      of Compliance Certificate

            
	
              C           -

            	
              Assignment
      and Assumption

            
	
              D           -

            	
              Notice
      of Borrowing

            


    

    


    SCHEDULES

    


    
      	
              SCHEDULE
      1

            	
              Pricing
      Grid

            
	
              SCHEDULE
      2

            	
              Commitments

            


       

       

      
        
          iii

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      	
              SCHEDULE
      4

            	
              Administrative
      Agent Notice and Payment Info

            
	
              SCHEDULE
      5.2

            	
              Schedule
      of Existing Subsidiaries

            
	
              SCHEDULE
      7.17

            	
              Restrictions
      on Distributions and Existing Negative
Pledges

            


    

    


    


    
      
        
          iv 


        

        
           


          
            

          

        

        
           


        

      

    

     

    CREDIT
AGREEMENT

     

    CREDIT AGREEMENT, dated as of
April 23, 2010 among Northern Illinois Gas Company, an Illinois corporation
(“Nicor Gas”), Nicor
Inc., an Illinois corporation (“Nicor”; Nicor Gas and Nicor
are each referred to herein as a “Borrower” and collectively as the “Borrowers”), 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 Borrowers desire
to obtain the several commitments of the Lenders to make available a 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” shall be
determined for each Borrower and means, at any time with respect to Loans to a
Borrower, (i) with respect to Base Rate Loans, the Base Rate Margin applicable
to such Borrower and (ii) with respect to Eurodollar Loans, the Eurodollar
Margin applicable to such Borrower.

     

    “Applicable Repayment Date”
means, with respect to each Loan made hereunder, the earlier of (i) the date
occurring one day prior to the date which is one year from the date the initial
Borrowing of such Loan was advanced, and (ii) the Termination Date.

     

     “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 each Borrower, those persons whose specimen signature is
included in the incumbency certificate provided by such Borrower pursuant to
Section 6.1(c) hereof, or any further or different officer of such Borrower so
named by any Authorized Representative of such 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 under “Applicable Margin (Base Rate)”
beside the then applicable Level for such Borrower, it being understood the
Borrowers may be in different Levels based upon the S&P Rating, Fitch Rating
and/or Moody’s Rating then assigned to such Borrower.  Consequently, a
Borrower may have a different Base Rate Margin applicable to the Base Rate Loans
of such Borrower than the Base Rate Margin then applicable to the Base Rate
Loans of the other Borrower.

     

    “Borrower” and “Borrowers” are 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 a 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 a
Borrower pursuant to Section 2.4(a).

     

     

    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “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 a 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 a Borrower shall approve any plan or proposal for the
liquidation or dissolution of a 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 Nicor 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 Nicor representing more
than thirty-five percent (35%) 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 Nicor;
or

     

    (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 Nicor
Gas.

     

     

    
      
        3

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Closing Date” means April 23,
2010.

     

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

     

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

     

    “Commitment Fee Rate” means
the percentage set forth in Schedule 1 hereto beside the then applicable Level
for Nicor Gas.

     

    “Commitment Letter” means that
certain letter dated as of March 17, 2010, among the Borrowers, J.P. Morgan
Securities Inc., the Administrative Agent, Wells Fargo Securities, LLC, Wells
Fargo Bank, National Association, RBS Securities Inc. and The Royal Bank of
Scotland plc.

     

      “Competitor” means (i) any
Person that is engaged in natural gas distribution or the containerized shipping
business and (ii) any Affiliate of such Person, provided, however, that
“Competitor” shall not include (i) any Lender party to this Agreement as of the
Closing Date and any Affiliate of such Lender or any Approved Fund of such
Lender or (ii) any Person solely because of its involvement in commodity
trading.

     

    “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
Borrowers and their 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 Nicor, 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.

     

     

    
      
        4

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Defaulting Lender” means any
Lender, as reasonably determined by the Administrative Agent, that has (a)
failed to fund any portion of its Loans within three (3) Business Days of the
date required to be funded by it hereunder, (b) notified the Borrowers, the
Administrative Agent, or any Lender in writing that it does not intend to comply
with any of its funding obligations under this Agreement or has made a public
statement to the effect that it does not intend to comply with its funding
obligations under this Agreement or generally under other agreements in which it
commits to extend credit, (c) failed, within five (5) Business Days after
receipt of a written request from the Administrative Agent, to confirm that it
will comply with the terms of this Agreement relating to its obligations to fund
prospective Loans
provided, however, that any Lender
shall cease to be a Defaulting Lender under this clause (c) upon receipt of such
confirmation by the Administrative Agent, (d) otherwise failed to pay over to
the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within three (3) Business Days of the date when due, unless
the subject of a good -faith dispute, or (e) become the subject of a bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee or
custodian appointed for it, or has consented to, approved of or acquiesced in
any such proceeding or appointment or has a parent company that has become the
subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has consented to,
approved of or acquiesced in any such proceeding or appointment; provided that
(i) if a Lender would be a “Defaulting Lender” solely by reason of events
relating to a parent company of such Lender or solely because a Governmental
Authority has been appointed as receiver, conservator, trustee or custodian for
such Lender, in each case as described in clause (e) above, the Administrative
Agent may, in its discretion, determine that such Lender is not a “Defaulting
Lender” if and for so long as the Administrative Agent is satisfied that such
Lender will continue to perform its funding obligations hereunder, (ii) the
Administrative Agent may, by notice to the Borrowers and the Lenders, declare
that a Defaulting Lender is no longer a “Defaulting Lender” if the
Administrative Agent determines, in its reasonable discretion, that the
circumstances that resulted in such Lender becoming a “Defaulting Lender” no
longer apply and (iii) a Lender shall not be a Defaulting Lender solely by
virtue of the ownership or acquisition of Voting Stock or any other equity
interest in such Lender or a parent company thereof by a Governmental Authority
or an instrumentality thereof or the exercise of control over such Lender or
Person controlling such Lender by a Governmental Authority or an instrumentality
thereof.

     

    “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, 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, 

     

     

    
      
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    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
Borrowers (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, “Eligible Assignee” shall not
include a Borrower or any of the Borrowers’ 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 under “Applicable Margin (Eurodollar)”
beside the then applicable Level for such Borrower, it being understood the
Borrowers may be in different Levels based upon the S&P Rating, Fitch Rating
and/or Moody’s Rating then assigned to such Borrower.  Consequently, a
Borrower may have a different Eurodollar Margin applicable to the Eurodollar
Loans of such Borrower than the Eurodollar Margin then applicable to the
Eurodollar Loans of the other Borrower.

     

    “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.

     

    “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 a 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 a Borrower is located and (c) in the
case of a Foreign Lender (other than an assignee pursuant to a request by the
Borrowers under Section 9.5), any withholding tax that would be imposed on
amounts payable to such Foreign Lender at the time such Foreign 

     

    
      
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    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.

     

    “Existing Agreement” means
that certain 5-year Credit Agreement by and among the Borrowers, JPMorgan Chase
Bank, N.A., as Administrative Agent, and the other parties thereto.

     

    “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 March 17, 2010, among RBS
Securities Inc., The Royal Bank of Scotland plc and the Borrowers, (ii) that
certain letter, dated as of March 17, 2010, among J.P. Morgan Securities Inc.,
the Administrative Agent and the Borrowers and (iii) that certain letter, dated
as of March 17, 2010, among Wells Fargo Securities, LLC, Wells Fargo Bank,
National Association and the Borrowers.

     

    “Fitch Rating” means the
senior unsecured debt rating assigned by Fitch Ratings Ltd. and any successor
thereto that is a nationally recognized rating agency to (i) in the case of
Loans to Nicor Gas, Nicor Gas, and in the case of Loans to Nicor, Nicor (or if
neither Fitch Ratings Ltd. 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 Fitch Ratings Ltd. (or such a
successor) and shall be deemed to refer to the equivalent rating if such rating
system changes.

     

    “Foreign Lender” means any
Lender that is organized under the laws of a jurisdiction other than that in
which the Borrowers are 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

     

     

    
      
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     preparation
of Borrower’s financial statements furnished to the Lenders as described in
Section 5.4 hereof and subject to Section 1.2 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.

     

    “Hazardous Material”
means:

     

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

     

    (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 Nicor Gas and Nicor or any Wholly-Owned Subsidiary
of Nicor 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 a 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 such 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 such
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 a 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, 

     

     

    
      
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    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 Borrowers 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 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., RBS Securities Inc. and Wells Fargo Securities,
LLC.

     

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

     

    “Level” means, as applicable,
Level I Status, Level II Status, Level III Status, Level IV Status, Level V
Status, Level VI Status and Level VII Status.

     

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

     

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

     

     

    
      
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    “Level III Status” means, with
respect to the applicable Borrower, 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, its Fitch Rating is A+ or higher and its
Moody’s Rating is A1 or higher.

     

    “Level IV Status” means, with
respect to the applicable Borrower, 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, its Fitch Rating is A or higher and
its Moody’s rating is A2 or higher.

     

     “Level V Status” means, with
respect to the applicable Borrower, 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, its Fitch Rating is
A- or higher and its Moody’s rating is A3 or higher.

     

    “Level VI Status” means, with
respect to the applicable Borrower, 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, its
Fitch Rating is BBB+ or higher and its Moody’s rating is Baa1 or
higher.

     

    “Level VII Status” means, with
respect to the applicable Borrower, none of Level I Status, Level II Status,
Level III Status, Level IV Status, Level V Status nor Level VI Status
exists.

     

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

     

    “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
a Borrower, or on the ability of either Borrower to perform its payment
obligations under this Agreement.

     

    “Material Subsidiaries” means
any Subsidiary of a 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
Nicor Gas (or if neither Moody’s Investors Service, Inc. nor any such successor
shall be in the business 

     

     

    
      
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    of rating
long-term indebtedness, a nationally recognized rating agency in the United
States of America as mutually agreed between the Required Lenders and
Borrowers).  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” is defined in the
first paragraph of this Agreement.

     

    “Nicor Gas” is defined in the
first paragraph of this Agreement.

     

    “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 as of July 23, 2009 to be effective July 30, 2009, between the
Borrower and The Bank of New York Mellon Trust Company, N.A., 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.

     

    “Obligations” means all fees
payable hereunder, all obligations of the Borrowers to pay principal or interest
on Loans, fees, expenses, indemnities, and all other payment obligations of the
Borrowers 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 Nicor 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

     

     

    
      
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    ordinary
course of business to hedge interest rate risk, currency risk, commodity price
risk or the production of a 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 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 Nicor Gas 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, with
respect to Nicor Gas, the corporate credit rating and with respect to Nicor, the
senior unsecured debt rating, in each case 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 (i) in the case of
Loans to Nicor Gas, Nicor Gas, and (ii) in the case of Loans to Nicor, Nicor
(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
Borrowers).  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.

     

     

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

     

     “Subsidiary” means, as to a
Borrower, any corporation or other entity (i) which is or should be consolidated
into the financial statements of such 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 such 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.

     

    “Termination Date” means April
23, 2013, as extended from time to time pursuant to Section 3.2.

     

    “364-Day Facility Agreement”
means (i) the 364-Day Credit Agreement entered into April 23, 2010, as amended
or supplemented from time to time, among Nicor Gas, the financial institutions
party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo
Bank, National Association and RBS Securities Inc. as syndication agents, The
Bank of Tokyo-Mitsubishi UFJ, Ltd., U.S. Bank National Association and Wells
Fargo Bank, National Association, as documentation agents, and J.P. Morgan
Securities Inc., Wells Fargo Securities, LLC and  RBS Securities Inc.
as joint lead-arrangers and bookrunners and (ii) any successive agreements to
the 364-Day Credit Agreement referred to in clause (i) above provided that
the Specified Terms of such successive agreements are substantially similar to
the corresponding restrictions contained in 364-Day Credit Agreement referred to
in clause (i) above and such successive agreements are
for substantially similar purposes as the credit agreement referred to in
clause (i). As used herein, "Specified Terms" shall mean restrictions of the
type listed in subclauses (1) through (4) of Section 7.17(b).

     

    “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.

     

     

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

     

    “Wholly-Owned Subsidiary”
means a Subsidiary of a 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 a
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 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.

     

    No change
in the accounting principles used in the preparation of any financial statement
adopted after the Closing Date by the Borrowers or any of their Subsidiaries
shall be given effect for purposes of measuring compliance with any provision of
this Agreement unless
the Borrower, the Agent and the Required Lenders agree to modify such provisions
to reflect such changes in accounting principles and, unless such provisions are
modified, all financial statements, compliance certificates and similar
documents provided under this Agreement shall be provided together with a
reconciliation between the calculations and amounts set forth therein before and
after giving effect to such change in accounting
principles.  Notwithstanding any other provision contained in this
Agreement, all terms of an accounting or financial nature used in this Agreement
shall be construed, and all computations of amounts and ratios referred to in
this Agreement shall be made, without giving effect to any election under
Accounting Standards Codification 825-10 (or any other Financial Accounting
Standard having a similar result or effect) to value any indebtedness or other
liabilities of the Borrowers or any of their Subsidiaries at “fair
value.”

     

    
      SECTION
2.      THE
CREDITS.

       

    

     

    
    

    
      
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    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 Borrowers 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, a 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, Loans shall mature and be due and payable on the
Applicable Repayment Date for such Loan.  Each Borrower shall be
severally and not jointly liable for any Borrowings made by it.

     

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

     

    “Base Rate” means for any day
the greatest 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;

     

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

     

    (iii)   the
Adjusted LIBOR for a one month Interest Period on such day (or if such day is
not a Business Day, the immediately preceding Business Day) plus
1%.  For the purposes of this clause (iii), the Administrative Agent
shall assume that the reference Eurodollar Loan would be denominated in U.S.
Dollars.

     

    (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 

     

     

    
      
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    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 or as used in the calculation of Base Rate, a
rate per annum determined in accordance with the following formula:

     

    
      	
              Adjusted
      LIBOR

            	
              =

            	
              
                LIBOR

              

            
	 
      	 
      	
              1 –
      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
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 any 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 

     

     

    
      
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    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.  A 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 such Borrower requests the Lenders to advance a
Borrowing of Eurodollar Loans, or (ii) on the date on which such 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, such
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 thereof, as
follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the
Interest Period applicable thereto, such Borrower may continue part or all of
such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods
specified by such 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, such Borrower may convert all or part of such Borrowing into Eurodollar
Loans for an Interest Period or Interest Periods specified by such
Borrower.  The Borrowers 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).
Notwithstanding the foregoing, the Borrowers shall not be permitted to request a
Eurodollar Loan, convert a Base Rate Loan to a Eurodollar Loan or continue a
Eurodollar Loan for new Interest Period if an Event of Default shall have
occurred and be continuing. 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 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 Borrower
who is requesting the advance, continuation, or conversion of the applicable
Borrowing, the date of the requested advance, continuation or conversion of a
Borrowing (which shall be a Business Day), the amount of the requested Borrowing
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    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 Borrowers
agree 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 a
Borrower received pursuant to Section 2.4(a) above.  The
Administrative Agent shall give notice to such 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 a 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
a Borrower’s failure to so give a notice under Section 2.4(a).

     

    (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 Borrowers, 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 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 applicable 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 such 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


     

     

    
      
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    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 a Borrower, the
interest rate applicable to such Loans.  If such 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 such
Borrower the amount of such interest paid by such 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 such Borrower shall be without prejudice to
any claim such Borrower may have against a Lender that shall have failed to make
such payment to the Administrative Agent.

     

    (f)   Payments by Borrowers; Presumptions
by Administrative Agent.  Unless the Administrative Agent shall
have received notice from a Borrower prior to the date on which any payment is
due to the Administrative Agent for the account of the Lenders hereunder that
such Borrower will not make such payment, the Administrative Agent may assume
that such 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 such 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 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, a 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)   a
Borrower may not select an Interest Period for a Loan that extends beyond the
Applicable Repayment Date for such Loan;

     

    (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.

     

     

    
      
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    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 (i) in the case of Loans, the
Applicable Repayment Date for such Loan, and (ii) in the case of all other
Obligations, the Termination Date.  Each Borrower hereby promises to
pay as and when due each Obligation owing by it.  Each Borrower hereby
waives demand, presentment, protest or notice of any kind with respect to each
such Obligation.

     

    Section 2.7   Prepayments.  (a)  Borrowers
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 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 a 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 Borrowers 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 Borrowers 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 Borrowers 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

     

     

    
      
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    (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.

     

    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 each 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.  Each Borrower agrees that upon notice
by any Lender to such 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,
such 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 applicable Borrower for such Borrowing, the
type of Loan comprising such Borrowing and, if appropriate, the Interest Period
applicable thereto, (ii) the terms of each Assignment and Assumption delivered
to and accepted by it, (iii) the amount of any principal or interest due and
payable or to become due and payable from each Borrower to each Lender hereunder
and (iv) the amount of any sum received by the Administrative Agent from a
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 a 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 a 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:

     

     

    
      
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    (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 a Borrower to borrow or continue a Eurodollar Loan, or to convert a Base Rate
Loan into a Eurodollar Loan, 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 a Borrower to make any payment or prepayment of principal on any
Eurodollar Loan when due (whether by acceleration or otherwise),

     

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

     

    (e)   the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 9.5(b),

     

    then,
upon the demand of such Lender, the applicable 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 such 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)  Borrowers
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
Borrowers 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 Borrowers 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


     

     

    
      
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    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 $600,000,000 without the
consent of the Required Lenders.

     

    Section
2.12   Increase
in the Aggregate Commitments (a)  The
Borrowers may, at any time prior to the Termination Date but in any event not
more than twice in any twelve month period, 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
$800,000,000, (ii) on the date of any request by the Borrowers for a Commitment
Increase and on the related Increase Date the applicable conditions set forth in
Sections 3.2(f) and 6.2 shall be satisfied and (iii) prior to the effectiveness
of any such increase, the Borrowers 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
Borrowers 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 Borrowers and the Administrative Agent.

     

    (c)           Promptly
following each Commitment Date, the Administrative Agent shall notify the
Borrowers 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 Borrowers 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 

     

     

    
      
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    amount
allocated to such Lender pursuant 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
Borrowers, 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
2.13   Defaulting
Lenders.

     

    Notwithstanding
any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as such
Lender is a Defaulting Lender:

     

    (a)           fees
shall cease to accrue on the unfunded portion of the Commitment of such
Defaulting Lender pursuant to Section 3.1(a);

     

    (b)           the
Commitment and Loans of such Defaulting Lender shall not be included in
determining whether the Required Lenders have taken or may take any action
hereunder (including any consent to any amendment or waiver pursuant to Section
11.9 other than those which require the consent of all Lenders or of each
affected Lender);

     

    (c)           to
the extent the Administrative Agent receives any payments or other amounts for
the account of a Defaulting Lender under this Agreement such Defaulting Lender
shall be deemed to have requested that the Administrative Agent use such payment
or other amount to fulfill such Defaulting Lender's previously unsatisfied
obligations to fund a Loan or Loans, unless such payment or other amounts is
subject to a good faith dispute;

     

     

    
      
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    (d)           no
Lender shall be deemed to have consented to increase its Commitment pursuant to
Section 2.12 unless that Lender shall have affirmatively given such consent in
accordance with that Section, and no Lender shall be deemed to have agreed to an
extension pursuant to Section 3.2 unless that Lender shall have affirmatively
given its agreement in accordance with that Section; and

     

    (e)           for
the avoidance of doubt, the Borrowers shall retain and reserve their other
rights and remedies respecting each Defaulting Lender.

     

    
      SECTION
3.       FEES AND
EXTENSIONS.

    

     

    
    

    Section
3.1   Fees.

     

    (a)   Commitment Fee and other
Fees.  From and after the Closing Date, the Borrowers shall pay
to the Administrative Agent for the ratable account of the Lenders in accordance
with their Percentages a commitment fee accruing at a rate per annum equal to
the Commitment Fee Rate on the average daily amount of the difference between
the total Commitments (whether used or unused) and the principal balance of all
Loans then outstanding.  Such commitment 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. On the Closing Date, the Borrower
shall pay to the Administrative Agent for the ratable account of the Lenders in
accordance with their Percentages all other fees payable to the Lenders pursuant
to the Fee Letters.

     

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

     

    (c)   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 Borrowers 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 each anniversary of the Closing Date (the “Annual Anniversary”), request
that each Lender extend such Lender’s Termination Date for an additional year
from the Termination Date then in effect hereunder (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 Annual Anniversary and not later than the date (the “Notice Date”) that is 20 days
prior to the Annual Anniversary, 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 

     

     

    
      
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    “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 Borrowers of
each Lender’s determination under this Section no later than the date 15 days
prior to the Annual Anniversary (or, if such date is not a Business Day, on the
next preceding Business Day).

     

    (d)   Additional Commitment
Lenders.  The Borrowers shall have the right on or before the
Annual Anniversary 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 Agent (which
approval shall not be unreasonably withheld).  Each Additional
Commitment Lender shall enter into an agreement in form and substance
satisfactory to the Borrowers 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 Annual Anniversary,
the Termination Date of each Extending Lender and of each Additional Commitment
Lender shall be extended to the date falling one year 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:

     

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

     

    (ii)           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

     

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

     

    
      SECTION
4.      PLACE AND
APPLICATION OF PAYMENTS.

    

     

    
    

     

    
      
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    All
payments of principal of and interest on the Loan, and all other Obligations
payable by the Borrowers under the Credit Documents shall be made by Borrowers
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 Borrowers) for the benefit of the Person
or Persons entitled thereto.  Any payments 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.      REPRESENTATIONS
AND WARRANTIES.

    

     

    
    

    Each
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 such Borrower, as follows:

     

    Section
5.1   Corporate
Organization and Authority.  Such
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 which is not also a Borrower, 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 a Borrower and/or such
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 organized and existing in good standing under the
laws of the jurisdiction of its organization, 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
Borrowers are validly issued and outstanding and fully paid and
nonassessable.  All such shares and other equity interests owned by a
Borrower are owned beneficially, and of record, free of any Lien, except as
permitted in Section 7.9.

     

     

    
      
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    Section
5.3   Corporate
Authority and Validity of Obligations.  The
Borrowers have all necessary corporate power and authority to execute, deliver
and perform their 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 Borrowers of this Agreement and the Notes have been duly authorized by all
necessary corporate action on their part; and this Agreement has been duly and
validly executed and delivered by the Borrowers and constitutes, and the Notes
when executed and delivered for value will constitute, their 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, 2009 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, 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
ended on said date.  On said date the Borrowers 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 as of said date or as previously disclosed in the SEC Disclosure
Documents. From the period commencing December 31, 2009 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
Borrowers) threatened against either of the Borrowers 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 Borrowers,
threatened against a Borrower or any Subsidiary of a Borrower which could
(individually or in the aggregate) have a Material Adverse Effect.

     

    Section
5.6   Taxes.  Each
of the Borrowers 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
Borrowers except for any such taxes that are being contested in good faith and
by proper proceedings and against which adequate reserves are being
maintained.  The charges, accruals and reserves on the books of the
Borrowers in respect of taxes are in conformance with GAAP.

     

    Section
5.7   Approvals.  No
material authorization, consent, approval, license, exemption, filing or
registration with any court or Governmental Authority, nor any approval or
consent of the stockholders of a Borrower or any Subsidiary of a Borrower or any
material 

     

     

    
      
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    approval,
consent or authorization from any other Person, is necessary to the valid
execution, delivery or performance by a Borrower or any Subsidiary of a Borrower
of any Credit Document to which it is a party, except for such authorizations,
consents, approvals, licenses, exemptions, filings or registrations which have
been made or obtained.

     

    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 Nicor or any member of the
Controlled Group of any material liability, fine or penalty.  Except
as previously disclosed in the SEC Disclosure Documents, the Borrowers do 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 a 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.  Neither
Borrower is 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 are to 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 other general corporate purposes of a Borrower.

     

    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 Borrowers 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;

     

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

     

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

     

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

     

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

     

    


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

     

    (d)   the
Borrowers have been issued and are in material compliance with all permits,
certificates, approvals, licenses and other authorizations relating to
environmental matters and necessary for their 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 Borrowers, singly or in aggregate, that are reasonably likely to have a
Material Adverse Effect;

     

    (f)   neither
of the Borrowers has 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 either 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 Borrowers 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 either of the Borrowers 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.

     

    Section
5.12   Ownership
of Property; Liens.  Each
Borrower and each Subsidiary of such 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 either of the Borrowers, 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 either 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 

     

     

    
      
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    revenues
or assets of either of the Borrowers 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 Borrowers in writing to the Administrative Agent or the Lenders for purposes
of or in connection with this Agreement or any transaction contemplated hereby
is, when taken as a whole, 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,
when taken as a whole, is not incomplete by omitting to state any material fact
necessary to make such information not misleading. All other such factual
information hereafter furnished by or on behalf of the Borrowers will be, when
taken as a whole, true and accurate in every material respect on the date as of
which such information is dated or certified, and such information, when taken
as a whole, shall not be incomplete by omitting to state any material fact
necessary to make such information not misleading.

     

    Section
5.15   Solvency.  Each
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 LLP, counsel to Borrowers;

     

    (b)   The
Administrative Agent shall have received copies of each Borrower’s (i) Articles
of Incorporation, together with all amendments and (ii) bylaws (or comparable
constituent documents) and any amendments thereto, certified in each instance by
its Secretary or an Assistant Secretary;

     

    (c)   The
Administrative Agent shall have received copies of resolutions of each
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 such 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 each 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 Borrowers;

     

    (f)   The
Administrative Agent shall have received a duly executed Compliance Certificate
containing financial information as of December 31, 2009;

     

     

    
      
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    (g)   Except as
set forth on Schedule 6.1, neither Borrower nor any of their Subsidiaries shall
have, during the period from December 31, 2009 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 the Administrative Agent for the benefit of each
Lender the applicable fees for providing its Commitment under this
Agreement;

     

    (i)   The
Existing Agreement shall have been terminated (upon maturity or otherwise) and
all obligations owing thereunder shall have been repaid in full;
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):

     

    (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);

     

    (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; and

     

    (e)   If the
proceeds of any such Borrowing by Nicor Gas are to be used in whole or in part
to renew or refund any other note or other evidence of indebtedness of Nicor Gas
payable at periods of not more than twelve (12) months after the date of
issuance (including, without limitation, any prior Borrowing by Nicor Gas),
unless requisite Illinois Commerce Commission approval has been obtained, the
Applicable Repayment Date for such new Borrowing shall not be more than two
years after the date such renewed or refunded indebtedness was originally
advanced.

     

    
      SECTION
7.       COVENANTS.

    

     

    
    

     

    
      
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    Each
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 a 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.  Each
of the Borrowers 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
Borrowers.  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.  Each
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.  Each
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.

     

    Section
7.4   ERISA.  Each
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.  Each
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.  Borrowers
will, upon reasonable 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)  Each
Borrower will maintain a system of accounting in accordance with GAAP and will
furnish to the Administrative Agent and the Lenders and their respective duly
authorized representatives such information respecting the business and
financial condition of the Borrowers and their Subsidiaries as the
Administrative Agent or any Lender may reasonably request.  The
Borrowers shall deliver (via email or otherwise) to the Administrative Agent in
form and detail satisfactory to the Administrative Agent, each of the following
(which the Administrative Agent shall forward to the Lenders):

     

     

    
      
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    (i)   as soon
as available and in any event within 95 days after the end of each fiscal year
of Nicor, consolidated statements of income, common stockholders’
equity  and cash flows of Nicor 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
Nicor and its consolidated Subsidiaries as at the end of, and for, such fiscal
year, and otherwise be without any Impermissible Qualification; provided that if Nicor 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, Nicor may satisfy the requirements of
this Section 7.6(a)(i) by delivering a copy of such annual report to the
Administrative Agent;

     

    (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 Nicor, consolidated
statements of income of Nicor 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 the related consolidated balance
sheet as at the end of such period, all of the foregoing prepared by Nicor in
reasonable detail in accordance with GAAP and certified by Nicor’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 Nicor files
a Form 10-Q for the applicable quarterly period, and such quarterly report
contains the financial statements and certifications described above, the Nicor
may satisfy the requirements of this Section 7.6(a)(ii) by delivering a copy of
such quarterly report to the Administrative Agent.

     

    (b)   Each
financial statement furnished to the Administrative Agent 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 Nicor.  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 a
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) a 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)   Borrowers
will promptly (and in any event within five Business Days after an officer of a
Borrower has knowledge thereof) give notice to the Administrative Agent of (i)
any Default or Event of Default of which either Borrower has knowledge,
including in such notice a description of the same in reasonable detail, and
indicating what action is being undertaken with 

     

     

    
      
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    respect
to such Default or Event of Default; and (ii) any event or condition which in
the opinion of a 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, each 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 either 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 generally, and without
duplication of the other materials required to be delivered pursuant to this
Agreement, Nicor will deliver to the Administrative Agent copies of all
financial statements, reports and proxy statements so mailed (which the
Administrative Agent shall forward to the Lenders).

     

    (f)   Immediately
upon becoming aware of the institution of any steps by Nicor 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 either
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 either Borrower of any
material liability, fine or penalty, or any material increase in the contingent
liability of either Borrower with respect to any post-retirement Welfare Plan
benefit, the Borrower will deliver notice thereof and copies of all
documentation relating thereto which the Administrative Agent shall forward to
the Lenders.

     

    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, Borrowers will,
permit the Lenders (and such Persons as any Lender may designate) during normal
business hours to visit and inspect, under Borrowers’ guidance, any of the
Properties of Borrowers or any of their 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 Borrowers authorize such accountants
to discuss with the Lenders (and such Persons as any Lender may designate) the
finances and affairs of Borrowers and their 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 Borrowers 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.  So long as no Event of Default has occurred and
is continuing, the Borrowers shall be obligated to pay all reasonable costs and
expenses incurred by the Administrative Agent and the Lenders in connection with
such 

     

     

    
      
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    visitations
and inspections no more than once annually. The Borrowers 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.  Neither
Borrower will engage in any material line of business materially unrelated to
the lines of business in which the Borrowers and their Subsidiaries are engaged
on the Closing Date.

     

    Section
7.9   Liens.  Neither
Borrower will, 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 such Borrower or any Material Subsidiary of such
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 a Borrower or any
Material Subsidiary of a 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 a Borrower; provided
that the aggregate amount of liabilities (including interest and penalties, if
any) of the Borrowers and their 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 a Borrower or any Material Subsidiary
of a 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 such 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 a Borrower or any Material
Subsidiary of a Borrower;

     

    (e)   Liens
existing on the date hereof and Liens granted pursuant to the terms of the Nicor
Gas Indenture and any extension, renewal or replacement thereof (or successive
extensions, renewals or replacements) in whole or in part, provided, however, that the
principal amount of Indebtedness of the Borrowers or any of their Material
Subsidiaries secured thereby shall not exceed the principal amount of
Indebtedness of the Borrowers or any of their Material Subsidiaries existing as
of the Closing Date, and that such extension, renewal or replacement


     

     

    
      
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    shall be
limited to the Property of the Borrowers or any of their Material Subsidiaries
which was subject to the Lien so extended, renewed or replaced;

     

    (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 difference between (A) Consolidated Assets as reflected
on the most recent balance sheet delivered by Nicor 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 either Borrower or any of its
Material Subsidiaries;

     

    (j)   Liens on
any Properties or assets owned by a Person other than either Borrower or any
Material Subsidiary of either Borrower if such Borrower or a Material Subsidiary
of such 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)   Liens on
accounts receivables securing Indebtedness not to exceed $200,000,000 at any
time, on terms and conditions that are reasonable and customary for similar
transactions; and

     

    (l)   Liens
incurred in connection with sale and leaseback transactions permitted under
Section 7.22, to the extent that such liens apply only to the property or assets
subject to such permitted sale and leaseback transactions;

     

    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 the Borrowers
agree that they will not permit to exist a Lien on, (i) any capital stock or
other equity interests of Nicor Gas or (ii) Nicor Gas’ 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.

     

    Section
7.10   Use
of Proceeds; Regulation U.  The
proceeds of each Borrowing will be used by a Borrower solely to provide back-up
for commercial paper and for general corporate purposes of such
Borrower.  Neither Borrower will use any part of the proceeds of any
of the 

     

     

    
      
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    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.  Neither
Borrower will, 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 such Borrower and its Subsidiaries; provided, however, that (w) the
foregoing shall not prohibit any sale, lease, transfer or disposition if (A)
such transaction does not result in a downgrade of either Borrower’s S&P
Rating below BBB, Fitch Rating below BBB or Moody’s Rating below Baa2, (B) the
cash consideration (or other consideration acceptable to the Required Lenders)
for such transaction shall be in an amount not less than 75% of 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 a Borrower may merge or consolidate with or into or
sell, lease or otherwise convey all or a substantial part of its assets to a
Borrower or any Subsidiary of which a Borrower holds (directly or indirectly) at
least the same percentage equity ownership; provided that in any such
merger or consolidation involving a Borrower, such Borrower shall be the
surviving or continuing corporation, and (y) a 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 a 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 such 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
such 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.  Each
of the Borrowers 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 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.  Neither
Borrower will, nor will it permit any Material Subsidiary of such Borrower to,
directly or 

     

     

    
      
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    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 a
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 either Borrower or any Subsidiary of either 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 lines of
business that such Borrower is permitted to be engaged in under Section 7.8 so
long as, unless consented to by the Required Lenders, (i) no downgrade in the
S&P Rating below BBB, Fitch Rating below BBB or Moody’s Rating below Baa2
would occur as a result of the consummation of such Investment, (ii) if such
Investment is for the purpose of acquiring 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 either Borrower or any of their respective Subsidiaries of any Indebtedness
(so long as such Indebtedness is permitted pursuant to Section 7.14) or other
obligations of either Borrower or any of their respective Subsidiaries;
and

     

    (i)   other
Investments in addition to those set forth above not to exceed an aggregate
amount of (i) $50,000,000 in any one year (with the Closing Date and each
anniversary thereof being deemed the first day of a year for calculating
compliance with this provision), and (ii) $150,000,000 during the term of this
Agreement.

     

     

    
      
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    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.  Neither
Borrower will, 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; and

     

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

     

    Section
7.15   Leverage
Ratio.  Nicor
will not at the end of any of its fiscal quarters permit the ratio of its
Consolidated Indebtedness to its Capital to exceed 0:70 to 1:00.

     

    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, 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 hereunder, 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 hereunder, shall be
excluded from Nicor's Consolidated Indebtedness.

     

    Section
7.16   [Intentionally
Omitted].

     

    Section
7.17   Dividends
and Other Shareholder Distributions.

     

    (a)   Neither
Borrower shall (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
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    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 either Borrower from paying a dividend which was
declared as otherwise permitted hereby.

     

    (b)   Except as
set forth on Schedule 7.17, neither Borrower will 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 a Borrower or any Material Subsidiary of a Borrower, (2) pay any
Indebtedness owed to a Borrower or any other Material Subsidiary, (3) make loans
or advances to a Borrower or any other Material Subsidiary, or (4) transfer any
of its Property or assets to a 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
(i) as set forth on Schedule 7.17, (ii) for restrictions by reason of customary
provisions restricting assignment, subletting or other transfers contained in
leases, licenses and other similar agreements entered into in the ordinary
course of business to the extent that such restrictions apply only to the
property or assets subject to such leases, licenses or similar agreements and
(iii) for any prohibition or limitation that consists of reasonable and
customary restrictions and conditions contained in any agreement relating to the
sale of any property permitted under this agreement pending the consummation of
such sale and only to the extent that such restrictions apply only to the
property or assets subject to such agreement, the Borrowers will not, and will
not permit any of their 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 Borrowers or their Material Subsidiaries, as
applicable; provided,
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.  Neither
Borrower will, nor will they permit any of their 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 a Borrower’s or such Subsidiary’s business and upon terms no
less favorable to a 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.

     

     

    
      
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    Section
7.20   Compliance
with Laws.  Each
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.  Neither
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.  Neither
Borrower will, 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 a 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 Borrowers and their Subsidiaries under such lease,
when combined with all rent and other obligations of Borrowers and their
Subsidiaries under all such leases, would exceed $50,000,000.

     

    Section
7.23   OFAC;
BSA.  The
Borrowers 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.

    

     

    
    

    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 a Borrower in the observance or performance of any covenant set forth in
Section 7.1 (other than the last sentence thereof), Section 7.6(c), Sections
7.10, 7.11, Sections 7.13 through 7.15, Section 7.17, and Section 7.21
hereof

     

    (c)   default
by a 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
Borrowers by the Administrative Agent;

     

    (d)   (i)
failure to pay when due Indebtedness in an aggregate principal amount of
$20,000,000 or more of a Borrower or any Material Subsidiary, or (ii) default
shall occur under one or more indentures, agreements or other instruments under
which any 

     

     

    
      
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    Indebtedness
of a 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 a Borrower, or in any certificate furnished
pursuant to any Credit Document by a Borrower proves untrue in any material
respect as of the date of the issuance or making, or deemed making or issuance,
thereof;

     

    (f)   a
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 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 a Borrower or any Material Subsidiary, or any substantial part of
the Property of a Borrower or a Material Subsidiary, or a proceeding described
in Section 8.1(f)(iv) shall be instituted against a 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)   a
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)   (i)  a
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 Borrowers, (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 a Borrower shall have liability for any Unfunded Vested Liabilities in
excess of $20,000,000 or  (iii) the PBGC shall institute proceedings


     

     

    
      
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    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 Borrowers in
excess of $20,000,000;

     

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

     

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

     

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

     

    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 Borrowers:
(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 each Borrower.  The
Administrative Agent, after giving notice to Borrowers 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 Borrowers 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 applicable 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


     

     

    
      
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    to all of
the terms and conditions of this Agreement, such 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:

     

    (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 Borrowers and
the Lenders, whereupon until the Administrative Agent notifies the Borrowers
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
Costs.

     

    (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 Borrowers will pay 

     

     

    
      
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    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 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 Borrowers 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 Borrowers
shall be prima facie evidence of such costs absent manifest
error.  The Borrowers 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 Borrowers
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 Borrowers 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 a 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) such Borrower shall make such deductions and (iii) such 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
Borrowers.  Without limiting the provisions of paragraph (a)
above, the applicable Borrower shall timely pay any Other Taxes to the relevant
Governmental Authority related to its obligations under this Agreement in
accordance with applicable law.

     

     

    
      
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    (c)   Indemnification by the
Borrowers.  Each 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 such Borrower
hereunder or under any other Credit 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 applicable
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 a
Borrower to a Governmental Authority, such 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 Credit
Document under the law of the jurisdiction in which a 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 a Borrower is
incorporated or organized in any state thereof or the District of Columbia),
shall deliver to the Borrowers (with a copy to the Administrative Agent), at the
time or times prescribed by applicable law or reasonably requested by a 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
a Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by a Borrower or the
Administrative Agent as will enable such Borrower or the Administrative Agent to
determine whether or not such Lender is subject to backup withholding or
information reporting requirements.

     

    Without
limiting the generality of the foregoing, in the event that a 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 such
Borrower and the Administrative Agent (in such number of copies as shall be
requested by the recipient) on or prior to the date on 

     

     

    
      
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    which
such Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of a 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 any 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 Borrowers 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 a Borrower or with respect to
which a Borrower has paid additional amounts pursuant to this Section 9.4(f), it
shall pay to such Borrower an amount equal to such refund (but only to the
extent of indemnity payments made, or additional amounts paid, by a 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 a Borrower,
upon the request of the Administrative Agent or such Lender, agrees to repay the
amount paid over to such 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
available its tax returns (or any other information relating to its taxes which
it deems confidential) to a 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 

     

     

    
      
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    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 a 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 (i) any Lender requests compensation under Section
9.3, (ii) or if a 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 (iii) if any Lender becomes a Defaulting Lender, then the
Borrowers may, at their 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
Borrowers shall have paid to the Administrative Agent the assignment fee
specified in Section 11.8,

     

    (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.

     

     

    
      
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    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 Borrowers to require such assignment and delegation cease to
apply.

     

    In the
event that a replaced Lender does not execute an Assignment and Assumption
pursuant to Section 11.8 within five (5) Business Days after receipt by such
replaced Lender of notice of replacement pursuant to this Section 9.5(b) and
presentation to such replaced Lender of an Assignment and Assumption evidencing
an assignment pursuant to this Section 9.5(b), the Borrowers shall be entitled
(but not obligated) to execute such an Assignment and Assumption on behalf of
such replaced Lender, and any such Assignment and Assumption so executed by the
Borrowers, the assignee and the Agent shall be effective for purposes of this
Section 9.5(b) and Section 11.8.

     

    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 neither Borrower shall have
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 Borrowers or any Subsidiary or other 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,

     

     

    
      
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    (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 either 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 a 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, 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


     

     

    
      
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    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
Borrowers), 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 Borrowers.  Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with the
Borrowers (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 Borrowers and the Lenders that no such
successor is willing to accept such appointment, then such resignation shall
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 Credit 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 Borrowers to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed among the Borrowers 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.

     

     

    
      
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    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 Credit 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 Syndication Agent, Documentation
Agent, 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.

     

    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 

     

     

    
      
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    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 a
Borrower against any and all of the obligations of the Borrowers 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 a 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 Borrowers 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 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 a 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 a Borrower or any Subsidiary thereof (as to which the
provisions of this paragraph shall apply).

     

    Each
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 such Borrower rights of
setoff and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of such 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 

     

     

    
      
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    delivered
by hand or overnight courier service, mailed by certified or registered mail or
sent by facsimile as follows, and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable
telephone number as follows:

     

    (i)            
if to either Borrower, to:

     

    1844
Ferry Road; Naperville, IL  60563

    Attention:  Treasurer

    Fax:  630-983-9328

    Telephone
No.:  630-388-3195

     

    
      	
               
      

            	
              (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.

    10 S.
Dearborn Street, IL1-0090

    Chicago,
IL 60603

    Attention:
Helen D. Davis

    Telephone:
312-732-1759

    Facsimile:
312-732-1762

    


    
      	
               
      

            	
              (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
Administrative Agent and 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 Borrowers 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 

     

     

    
      
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    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 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 neither Borrower may assign
or otherwise transfer any of its rights or obligations hereunder (Except as
permitted under Section 7.11 hereof), 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
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    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

     

    (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 Borrowers otherwise consent (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; and

     

    (iii)   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.

     

    Notwithstanding
anything to the contrary in this Section 11.8(b), a Lender may not assign its
Commitment and/or the Loans owing to it to any Competitor except during the
occurrence and continuation of an Event of Default.

     

    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.  

     

     

    
      
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    Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that 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
Borrowers, 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 Borrowers, 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
Borrowers 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 Borrowers or
the Administrative Agent, sell participations to any Person (other than a
natural person or a Borrower or any of the Borrowers’ 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 Borrowers, 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. Notwithstanding anything to the contrary in this Section 11.8(d), a
Lender may not sell participations in its Commitment and/or the Loans owing to
it to any Competitor except during the occurrence and continuation of an Event
of Default.

     

    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 Borrowers agree 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 Borrowers’ prior written consent.  A Participant that would
be a Foreign Lender if it were a Lender shall not be entitled to the benefits


     

     

    
      
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    of
Section 9.4 unless the Borrowers are notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrowers, 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 Borrowers,
the option to provide to the Borrowers all or any part of any Loan that such
Granting Bank would otherwise be obligated to make to the Borrowers 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 Borrowers 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 Borrowers 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 Borrowers, (b) the
Required Lenders, and (c) if the rights or duties of the Administrative Agent
are affected thereby, the Administrative Agent; provided that:

     

    (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)
require payments of principal or interest on the Loan received by the
Administrative 

     

     

    
      
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    Agent to
be made to the Lenders in a manner other than pro-rata in accordance with each
Lender’s then outstanding Loans without the consent of each Lender or (C) 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.

     

    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 Borrowers 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 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
reasonable fees, charges and disbursements of one firm counsel for the
Administrative Agent and the Lenders collectively plus one additional counsel
for the Lenders collectively in the event of any conflict of interest and one
separate local counsel for each jurisdiction deemed necessary by the
Administrative Agent, in connection with the enforcement or 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
Nicor.  Nicor 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 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 a 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 Nicor or any
of its Subsidiaries, or any Environmental Liability related in any way to Nicor
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


     

     

    
      
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    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 Borrowers fail 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,
neither Borrower shall 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 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
a 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.

     

     

    
      
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    (b)   Submission to
Jurisdiction.  Each 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 a Borrower or its Properties in the courts of any
jurisdiction.

     

    (c)   Waiver of
Venue.  Each 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 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 

     

     

    
      
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    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 prior written consent of a 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 Borrowers.

     

    For
purposes of this Section, “Information” means all
information received from a Borrower or any of its Subsidiaries relating to a
Borrower or any of its Subsidiaries 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 a Borrower; provided that, in the case of
information received from a 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 policies 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.

     

    


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    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/ DOUGLAS M. RUSCHAU

           Name:  Douglas
M. Ruschau

           Title:  Vice
President and Treasurer

    


    


    


     

    Nicor
Inc.,

    an
Illinois corporation

    


    By: /s/ DOUGLAS M. RUSCHAU

           Name:  Douglas
M. Ruschau

           Title:  Vice
President and Treasurer

     

    


    
      
        
          
            Signature
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    JPMORGAN
CHASE BANK, N. A.,

    in its
individual capacity as a Lender and as Administrative Agent

    


    


    By: /s/ HELEN D.
DAVIS                                                                     

    Name:  Helen
D. Davis

    Title:  Vice
President

    


     

    
      
        
          
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    THE
ROYAL BANK OF SCOTLAND PLC

    


    


    By: /s/ BELINDA
TUCKER                                                                     

    Name:  Belinda
Tucker

    Title:  Senior
Vice President

     

    


    
      
        
          
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    WELLS
FARGO BANK, NATIONAL ASSOCIATION

    


    


    By: /s/ SHAWN
YOUNG                                                                    

    Name:  Shawn
Young

    Title:  Director

     

    


    
      
        
          
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    BANK
OF AMERICA, N.A.

    


    


    By: /s/ CARLOS
MORALES                                                                    

    Name:  Carlos
Morales

    Title:  Vice
President

    


    


    
      
        
          
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    THE
BANK OF TOKYO-MITSUBISHI UFJ, LTD.

    


    


    By: /s/ CHI-CHENG
CHEN                                                                     

    Name:  Chi-Cheng
Chen

    Title:
Authorized Signatory

     

    


    
      
        
          
            Signature
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    THE
NORTHERN TRUST COMPANY

    


    


    By: /s/ JOHN
LASCODY                                                                      

    Name:  John
Lascody

    Title:  Second
Vice President

    


    


    
      
        
          
            Signature
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    U.S.
BANK NATIONAL ASSOCIATION

    


    


    By: /s/ ERIC J.
COSGROVE                                                                     

    Name:  Eric
J. Cosgrove

    Title:  Vice
President


    


    
      
        
          
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    SUNTRUST
BANK

    


    


    By: /s/ ANDREW
JOHNSON                                                                     

    Name:  Andrew
Johnson

    Title:  Director

    


    


    
      
        
          
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    THE
BANK OF NOVA SCOTIA

    


    


    By: /s/ THANE
RATTEW                                                                     

    Name:  Thane
Rattew

    Title:  Managing
Director

    


    


    
      
        
          
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    BANK
OF COMMUNICATIONS CO.,

    LTD.,
NEW YORK BRANCH

    


    


    By: /s/ SHELLEY
HE                                                                    

    Name:  Shelley
He

    Title:  Deputy
General Manager

    


    


    
      
        
          
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    BANK
OF HAPOALIM B.M.

    


    


    By: /s/ CHARLES
MCLAUGHLIN                                                                      

    Name:  Charles
McLaughlin

    Title:  Senior
Vice President

    


    


    By: /s/ FREDERIC S.
BECKER                                                                      

    Name:  Frederic
S. Becker

    Title:  Senior
Vice President

     

    


    
      
        
          
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    FIFTH
THIRD BANK

    


    


    By: /s/ KIM
PUSZCZEWICZ                                                                     

    Name:  Kim
Puszczewicz

    Title:  Vice
President

    


    


    
      
        
          
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    THE
BANK OF NEW YORK MELLON

    


    


    By: /s/ JOHN N.
WATT                                                                     

    Name:  John
N. Watt

    Title:  Vice
President


    


    


    
      
        
          
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    CHANG
HWA COMMERCIAL BANK,

    LTD.,
NEW YORK BRANCH

    


    


    By: /s/ ERIC Y.S.
TSAI                                                                     

    Name:  Eric
Y.S. Tsai

    Title:  VP
& General Manager

    


    


    
      
        
          
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    E.SUN
COMMERCIAL BANK, LTD.,

    LOS
ANGELES BRANCH

    


    


    By: /s/ EDWARD
CHEN                                                                   

    Name:  Edward
Chen

    Title:  VP
& Deputy General Manager

    


    


    
      
        
          
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    FIRST
COMMERCIAL BANK,

    NEW
YORK AGENCY

    


    


    By: /s/ JENN-HWA
WANG                                                                    

    Name:  Jenn-Hwa
Wang

    Title:  General
Manager

    


    


    
      
        
          
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    MEGA
INTERNATIONAL

    COMMERCIAL

    BANK
CO., LTD.,

    NEW
YORK BRANCH

    


    


    By: /s/ PRISCILLA
HSING                                                                      

    Name:  Priscilla
Hsing

    Title:  VP
& DGM

    


    


    
      
        
          
            Signature
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    THE
CHIBA BANK, LTD.,

    NEW
YORK BRANCH

    


    


    By: /s/ YUKIHITO
INAMURA                                                                      

    Name:  Yukihito
Inamura

    Title:  General
Manager


    


    
      
        
          
            Signature
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    SEAWAY
BANK AND TRUST

    COMPANY

    


    By: /s/ ARLENE
WILLIAMS                                                                    

    Name:  Arlene
Williams

    Title:  Executive
Vice President

     

    


    
      
        
          
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    EXHIBIT
A

    PROMISSORY
NOTE

     

    April
[__], 2010

     

    FOR VALUE
RECEIVED, the undersigned, [Nicor Inc. [or] 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 4.1 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 Applicable Repayment Date for such Loan, 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 April 23,
2010, among Nicor Inc., 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.

     

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

     

    [NICOR INC. [OR] NORTHERN ILLINOIS
GAS COMPANY], an Illinois corporation

    


    


    By:
___________________________________                                                               

    Name:
_________________________________                                                                

    Title:
__________________________________

                                                                    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    EXHIBIT
B

    COMPLIANCE
CERTIFICATE

     

    COMPLIANCE
CERTIFICATE

     

    This
Compliance Certificate is furnished to JPMorgan Chase Bank, N.A., as
Administrative Agent pursuant to the Credit Agreement dated as of April 23,
2010, among Northern Illinois Gas Company, an Illinois corporation (“Nicor Gas”), and Nicor Inc.,
an Illinois corporation (“Nicor”; Nicor Gas and Nicor
are each referred to herein as a "Borrower" and collectively as
"Borrowers")  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 Nicor;

     

    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
Borrowers' 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.

            	
              Borrowers:
      Nicor Inc. and Northern Illinois Gas
Company

            


    

     

    
      	
              4.

            	
              Administrative
      Agent: JPMorgan 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 April 23, 2010 among Nicor
      Inc., 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:

    


    


    [Consented
to and]3 Accepted:

     

    
      

      
        	
                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.  


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    JPMORGAN
CHASE BANK, N.A., as

    Administrative
Agent

     

    By:
___________________________________                                                           

    Title:

    


    [Consented
to:]4

     

    NICOR
INC.

     

    By:
___________________________________                                                                

    Title:

    


    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

    10 S.
Dearborn, Floor 7

    Mail Code
IL1-0010

    Chicago,
IL 60603

     

     

    [Date]

     

    Attention: 
LaTanya Driver

    Email: 
latanya.d.driver@jpmchase.com AND
jpm.agency.servicing.5@jpmchase.com

    Phone: 
312-385-7073

    Fax: 
312-385-7096 AND 1-888-266-8058

    


    Ladies
and Gentlemen:

     

    The
undersigned, [Northern Illinois
Gas Company or Nicor Inc.], refers to the Credit Agreement, dated as of
April 23, 2010 (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 Borrowers, 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
Borrower requesting the Proposed Borrowing is [Northern Illinois Gas Company or
Nicor Inc.].

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [(vi)       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 OR NICOR INC.]

    


    


    


    By:
___________________________________                                                                 

    Title:

     
 

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    SCHEDULE
1

    PRICING
GRID

     

    
      	
              (in
      bps)

              Debt
      Rating

              (S&P/Moody’s/Fitch)

            	Commitment
      Fee	
              Applicable
      Margin 

              (Eurodollar)

            	
              Applicable
      Margin 

              (Base
      Rate)

            
	
              AA/Aa2/AA

            	
              15.0

            	
              100.0

            	
              0.0

            
	
              AA-/Aa3/AA-

            	
              20.0

            	
              125.0

            	
              25.0

            
	
              A+/A1/A+

            	
              25.0

            	
              150.0

            	
              50.0

            
	
              A/A2/A

            	
              30.0

            	
              175.0

            	
              75.0

            
	
              A-/A3/A-

            	
              37.5

            	
              200.0

            	
              100.0

            
	
              BBB+/Baa1/BBB+

            	
              50.0

            	
              225.0

            	
              125.0

            
	
              =
      or <BBB/Baa2/BBB

            	
              62.5

            	
              250.0

            	
              150.0

            


    

     

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

     

    With
respect to either Borrower, if only two of (i) the Fitch Ratings, (ii) the
S&P Rating and (iii) the Moody’s Rating (each, a “Debt Rating”) are assigned
to either Borrower, and the Debt Ratings differ by one level, the applicable
rating will be the higher of the Debt Ratings for such Borrower.  If
there are only two Debt Ratings for a Borrower, and a Borrower is split-rated
and the ratings differential is two levels or more, the Debt Rating one level
below the highest level will apply for such Borrower.  If there are
two Debt Ratings on the same level and the third Debt Rating differs, then the
third Debt Rating will be disregarded and the level with two Debt Ratings will
apply. If all three Debt Ratings differ, then the Debt Rating one level below
the highest Debt Rating will apply. If at any time either Borrower does not have
any Debt Rating, the “Equal to or lower than BBB/Baa2/BBB” level will apply for
such Borrower; provided, however, that in such event such 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  	 
	 	 
	
              JPMorgan
      Chase Bank, N.A.

            	
              $81,000,000

            
	
              The
      Royal Bank of Scotland plc

            	
              $81,000,000

            
	
              Wells
      Fargo Bank, National Association

            	
              $81,000,000

            
	
              Bank
      of America, N.A.

            	
              $60,000,000

            
	
              The
      Bank of Tokyo-Mitsubishi UFJ, Ltd.

            	
              $60,000,000

            
	
              The
      Northern Trust Company

            	
              $60,000,000

            
	
              US
      Bank National Association

            	
              $60,000,000

            
	
              SunTrust
      Bank

            	
              $31,200,000

            
	
              The
      Bank of Nova Scotia

            	
              $15,000,000

            
	
              Bank
      of Communications Co., Ltd., New York Branch

            	
              $9,000,000

            
	
              Bank
      of Hapoalim B.M.

            	
              $9,000,000

            
	
              Fifth
      Third Bank

            	
              $9,000,000

            
	
              The
      Bank of New York Mellon

            	
              $9,000,000

            
	
              Chang
      Hwa Commercial Bank, Ltd., New York Branch

            	
              $6,000,000

            
	
              E.Sun
      Commercial Bank, Ltd.

            	
              $6,000,000

            
	
              First
      Commercial Bank, New York Agency

            	
              $6,000,000

            
	
              Mega
      International Commercial Bank Co., Ltd., New York Branch

            	
              $6,000,000

            
	
              The
      Chiba Bank, Ltd., New York Branch

            	
              $6,000,000

            
	
              Seaway
      Bank and Trust Company

            	
              $4,800,000

            
	
              Total:

            	
              $600,000,000

            


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SCHEDULE
4

     

    ADMINISTRATIVE
AGENT’S NOTICE AND PAYMENT INFORMATION

     

    


    Part
A

    
       

      
        	
                Bank
      Name:

              	JP Morgan Chase
      Bank, N.A. 
	ABA/Routing
      No.: 	021000021 
	Account
      Name: 	Loan Processing
      DP 
	Account
      No.:     	9008113381C3372 
	Reference: 	NORTHERN ILL GAS CO.
      & NICOR Inc. 


      

       

    

    Part B –
Notices

    JPMorgan
Chase Bank, N.A.

    10 S.
Dearborn, Floor 7

    Mail Code
IL1-0010

    Chicago,
IL 60603

    Attention: 
LaTanya Driver

    Email: 
latanya.d.driver@jpmchase.com AND
jpm.agency.servicing.5@jpmchase.com

    Phone: 
312-385-7073

    Fax: 
312-385-7096 AND 1-888-266-8058

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SCHEDULE
5.2

     

    MATERIAL
SUBSIDIARIES

    


    
      	 
      	 
      	 
      
	
              Subsidiary Name

            	
              Place of Origin

            	
              Ownership

            
	
               

              Northern
      Illinois Gas Company
      d/b/a
      Nicor Gas
      Company

            	
              Illinois

            	
              Wholly owned by Nicor Inc.

            
	
               

              Birdsall
      Inc.

            	
              Florida

            	
              Wholly owned by Nicor Inc.

            
	
               

              Tropical
      Shipping and Construction
      Company Limited

            	
              Cayman Islands

            	
              Wholly owned by Birdsall
Inc.

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    SCHEDULE
7.17

     

    RESTRICTIONS
ON DISTRIBUTIONS AND EXISTING NEGATIVE PLEDGES

     

    (a) Refer to
(i) Nicor Gas Indenture as defined in Section 1 and (ii) the 364-Day Facility
Agreement as defined in Section 1