##### 



EXHIBIT 10(a)
 Execution Draft
    CREDIT AGREEMENT
 DATED AS OF
 July 12, 2005
 AMONG
 THE PEOPLES GAS LIGHT AND COKE COMPANY,
 THE FINANCIAL INSTITUTIONS PARTY HERETO,
as Banks,
 ABN AMRO BANK N.V.
as Administrative Agent,
 JPMORGAN CHASE BANK, NA,
as Syndication Agent,
 ABN AMRO INCORPORATED,
as Co-Lead Arranger and Joint Bookrunner,
 and
 J.P. MORGAN SECURITIES INC.,
as Co-Lead Arranger and Joint Bookrunner




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TABLE OF CONTENTS
 PageSECTION 1. DEFINITIONS; INTERPRETATION
    
    
    1Section 1.1 Definitions
    
    
    1Section 1.2 Interpretation
    
    
    8SECTION 2. THE REVOLVING CREDIT
    
    
    8Section 2.1 The Loan Commitment
    
    
    8Section 2.2 Letters of Credit
    
    
    9Section 2.3 Applicable Interest Rates
    
    
    11Section 2.4 Minimum Borrowing Amounts
    
    
    13Section 2.5 Manner of Borrowing Loans and Designating Interest Rates Applicable to Loans
    
    
    13Section 2.6 Interest Periods
    
    
    15Section 2.7 Maturity of Loans
    
    
    16Section 2.8 Prepayments
    
    
    16Section 2.9 Default Rate
    
    
    17Section 2.10 Evidence of Debt
    
    
    17Section 2.11 Funding Indemnity
    
    
    18Section 2.12 Revolving Credit Commitment Terminations
    
    
    18Section 2.13 Regulation D Compensation
    
    
    19Section 2.14 Arbitrage Compensation
    
    
    19SECTION 3. FEES
    
    
    19Section 3.1 Fees
    
    
    19Section 3.2 Replacement of Banks
    
    
    21SECTION 4. PLACE AND APPLICATION OF PAYMENTS
    
    
    21Section 4.1 Place and Application of Payments
    
    
    21SECTION 5. REPRESENTATIONS AND WARRANTIES
    
    
    22Section 5.1 Corporate Organization and Authority
    
    
    22Section 5.2 Corporate Authority and Validity of Obligations
    
    
    22Section 5.3 Financial Statements
    
    
    22Section 5.4 Approvals
    
    
    22Section 5.5 ERISA
    
    
    23Section 5.6 Government Regulation
    
    
    23Section 5.7 Margin Stock; Proceeds
    
    
    23Section 5.8 Full Disclosure
    
    
    23SECTION 6. CONDITIONS PRECEDENT
    
    
    23Section 6.1 Initial Credit Event
    
    
    23Section 6.2 All Credit Events
    
    
    24SECTION 7. COVENANTS
    
    
    25
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PageSection 7.1 Corporate Existence
    
    
    25Section 7.2 ERISA
    
    
    25Section 7.3 Financial Reports and Other Information
    
    
    25Section 7.4 Regulation U; Proceeds
    
    
    26Section 7.5 Sales of Assets
    
    
    27Section 7.6 Capital Ratio
    
    
    27Section 7.7 Compliance with Laws
    
    
    27SECTION 8. EVENTS OF DEFAULT AND REMEDIES
    
    
    27Section 8.1 Events of Default
    
    
    27Section 8.2 Non-Bankruptcy Defaults
    
    
    29Section 8.3 Bankruptcy Defaults
    
    
    29Section 8.4 Expenses
    
    
    29SECTION 9. CHANGE IN CIRCUMSTANCES
    
    
    29Section 9.1 Change of Law
    
    
    29Section 9.2 Unavailability of Deposits or Inability to Ascertain, or Inadequacy of,
LIBOR
    
    
    29Section 9.3 Increased Cost and Reduced Return
    
    
    30Section 9.4 Lending Offices
    
    
    32Section 9.5 Discretion of Bank as to Manner of Funding
    
    
    32SECTION 10.
THE ADMINISTRATIVE AGENT
    
    
    32Section 10.1 Appointment and Authorization of Administrative Agent
    
    
    32Section 10.2 Administrative Agent and its Affiliates
    
    
    32Section 10.3 Action by Administrative Agent
    
    
    32Section 10.4 Consultation with Experts
    
    
    33Section 10.5 Liability of Administrative Agent; Credit Decision
    
    
    33Section 10.6 Indemnity
    
    
    34Section 10.7 Resignation of Administrative Agent and Successor Administrative Agent
    
    
    34SECTION 11. MISCELLANEOUS
    
    
    34Section 11.1 Withholding Taxes
    
    
    34Section 11.2 No Waiver of Rights
    
    
    35Section 11.3 Non-Business Day
    
    
    36Section 11.4 Documentary Taxes
    
    
    36Section 11.5 Survival of Representations
    
    
    36Section 11.6 Survival of Indemnities
    
    
    36Section 11.7 Set-Off
    
    
    36Section 11.8 Notices
    
    
    37Section 11.9 Counterparts
    
    
    38Section 11.10 Successors and Assigns
    
    
    38Section 11.11 [Intentionally Omitted]
    
    
    38Section 11.12 Assignments, Participations, Etc
    
    
    38Section 11.13 Amendments
    
    
    41Section 11.14 Headings.
    
    
    42
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PageSection 11.15 Legal Fees, Other Costs and Indemnification
    
    
    42Section 11.16 [Reserved]
    
    
    42Section 11.17 Entire Agreement
    
    
    42Section 11.18 Construction
    
    
    42Section 11.19 Governing Law
    
    
    42Section 11.20 SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL
    
    
    42Section 11.21 Confidentiality
    
    
    43Section 11.22 Patriot Act
    
    
    43Section 11.23 Rights and Liabilities of Syndication Agent and Arrangers
    
    
    43
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CREDIT AGREEMENT
 CREDIT AGREEMENT, Borrower Bank Banks Administrative Agent Syndication Agent
 WITNESSETH THAT:
 WHEREAS, Revolving Credit
 WHEREAS,
 NOW, THEREFORE,
  Section 1.1 Definitions
 Administrative Agent
 Administrative Questionnaire
 Affiliate control controlled by under common control
with
 Agreement




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Applicable Margin
 Applicable Telerate Page
 Application
 Approved Fund
 Arrangers
 Assignment and Assumption
 Authorized Representative
 Bank
 Base Rate
 Base Rate Loan
 Base Rate Margin
 Borrower
 Borrowing




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Business Day
 Capital
 Capital Lease
 Capital Ratio
 Capitalized Lease Obligations
 Code
 Commitment Fee Rate
 Compliance Certificate
 Consolidated Net Worth
 Contractual Obligation
 Controlled Group
 Credit Documents
 Credit Event
 Credit Rating




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Default
 Effective Date
 Eligible Assignee
 ERISA
 Event of Default
 Existing Credit Agreement
 Federal Funds Rate
 Fund
 GAAP
 Granting Bank
 Guarantee
 Indebtedness




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Interest Period
 Issuing Banks
 Lending Office
 L/C Documents
 L/C Fee Rate
 L/C Obligations .
 LIBOR
 LIBOR Loan
 LIBOR Margin
 LIBOR Reserve Percentage
 Letter of Credit
 Lien




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Loan
 Mandate Letter
 Master Letter of Credit Agreement
 Material Adverse Effect
 Note
 Obligations
 Percentage
 Person
 Plan
 PBGC
 Property
 Reference Bank




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Reimbursement Obligation
 Required Banks
 Revolving Credit Commitment
 SEC
 Security
 SPC
 Subsidiary
 Telerate Service
 Termination Date
 Unfunded Vested Liabilities
 U.S. Dollars $
 Utilization Fee Rate
 Voting Stock
 Welfare Plan




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Section 1.2 Interpretation
  Section 2.1 The Loan Commitment Loan Loans Revolving Credit Commitment Revolving Credit Commitments provided provided $ Additional Bank provided




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Section 2.2 Letters of Credit.
 General Terms Letter of Credit pro rata Master Letter of Credit Agreement L/C
Sublimit
 Applications Application




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The Reimbursement Obligations Reimbursement Obligation
 The Participating Interests Participating Interest




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Indemnification
 Issuing Banks
 Section 2.3 Applicable Interest Rates Base Rate Loans




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Base Rate
   LIBOR Loans
 LIBOR
 LIBOR Index Rate




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Applicable Telerate Page Page 3750
 LIBOR Reserve Percentage LIBOR liabilities LIBOR liabilities
 Rate Determinations
 Section 2.4 Minimum Borrowing Amounts
 Section 2.5 Manner of Borrowing Loans and Designating Interest Rates Applicable to Loans Notice to the Administrative Agent




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Notice to the Banks
 Borrowers Failure to Notify




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Disbursement of Loans
 Administrative Agent Reliance on Bank Funding
 Section 2.6 Interest Periods Interest Period provided however




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provided however
 Section 2.7 Maturity of Loans
 Section 2.8 Prepayments




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Section 2.9 Default Rate
   Section 2.10 Evidence of Debt. Note Notes




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prima facie ; provided, however
 Section 2.11 Funding Indemnity
      Section 2.12 Revolving Credit Commitment Terminations provided




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Section 2.13 Regulation D Compensation
 Section 2.14 Arbitrage Compensation CP Rate Arbitrage Condition
  Section 3.1 Fees
 Commitment Fee
 Letter of Credit Fees




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Utilization Fee
 Administrative Agent Fees
 Arranger Fees
 Participation Fee




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Fee Calculations
 Section 3.2 Replacement of Banks Subject Bank Proposed Bank
  Section 4.1 Place and Application of Payments




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Section 5.1 Corporate Organization and Authority
 Section 5.2 Corporate Authority and Validity of Obligations
 Section 5.3 Financial Statements
 Section 5.4 Approvals




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Section 5.5 ERISA ERISA PBGC
 Section 5.6 Government Regulation investment
company
 Section 5.7 Margin Stock; Proceeds margin stock
 Section 5.8 Full Disclosure
   Section 6.1 Initial Credit Event




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Section 6.2 All Credit Events




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Section 7.1 Corporate Existence.
 Section 7.2 ERISA
 Section 7.3 Financial Reports and Other Information




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Section 7.4 Regulation U; Proceeds




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Section 7.5 Sales of Assets substantial part
 Section 7.6 Capital Ratio
 Section 7.7 Compliance with Laws provided however
  Section 8.1 Events of Default




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Material Plan




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Section 8.2 Non-Bankruptcy Defaults
 Section 8.3 Bankruptcy Defaults
 Section 8.4 Expenses
  Section 9.1 Change of Law provided however
 Section 9.2 Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR




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Section 9.3 Increased Cost and Reduced Return




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Section 9.4 Lending Offices
 Section 9.5 Discretion of Bank as to Manner of Funding
  Section 10.1 Appointment and Authorization of Administrative Agent
 Section 10.2 Administrative Agent and its Affiliates
 Section 10.3 Action by Administrative Agent




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Section 10.4 Consultation with Experts
 Section 10.5 Liability of Administrative Agent; Credit Decision




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Section 10.6 Indemnity
 Section 10.7 Resignation of Administrative Agent and Successor Administrative Agent
  Section 11.1 Withholding Taxes Payments Free of Withholding




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U.S. Withholding Tax Exemptions
 Inability of Bank to Submit Forms
 Section 11.2 No Waiver of Rights




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Section 11.3 Non-Business Day
 Section 11.4 Documentary Taxes
 Section 11.5 Survival of Representations
 Section 11.6 Survival of Indemnities
 Section 11.7 Set-Off




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provided however
 Section 11.8 Notices




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provided that
 Section 11.9 Counterparts
 Section 11.10 Successors and Assigns
 Section 11.11 [Intentionally Omitted]
 Section 11.12 Assignments, Participations, Etc.
 Successors and Assigns Generally.
 Assignments by Banks. provided




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Register. Register




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Participations. Participant
 provided
 Limitations upon Participant Rights.
 Certain Pledges.
 Certain Funding Arrangements. Granting Bank SPC




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Section 11.13 Amendments
   Defaulting Bank




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Section 11.14 Headings
 Section 11.15 Legal Fees, Other Costs and Indemnification
 Section 11.16 [Reserved]
 Section 11.17 Entire Agreement
 Section 11.18 Construction
 Section 11.19 Governing Law
 Section 11.20 SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL. THE BORROWER HEREBY SUBMITS
TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS AND OF ANY ILLINOIS STATE COURT SITTING IN THE CITY OF CHICAGO FOR PURPOSES OF ALL LEGAL
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE




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TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH
A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.
 Section 11.21 Confidentiality bona fide provided however bona fide
 Section 11.22 Patriot Act
 Section 11.23 Rights and Liabilities of Syndication Agent and Arrangers




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 Remainder of Page Intentionally Left Blank; Signature Pages Follow 




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THE PEOPLES GAS LIGHT AND COKECOMPANY, as BorrowerBy:
    
    /s/ Douglas M. RuschauIts:
    
    Vice President and Treasurer




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Revolving Credit Commitment:
    
    ABN AMRO BANK N.V., in its individual$35,000,000.00
    
    capacity as a Bank and as Administrative AgentCommitment Percentage:
    
    By:
    
    /s/ Scott Donaldson14.000000000%
    
    Its:
    
    R. Scott DonaldsonTitle:
    
    Vice PresidentBy:
    
    /s/ Todd D. VaubelIts:
    
    Todd VaubelTitle:
    
    Assistant Vice President
 Address for Notices
 
 Facsimile:Telephone:
    
    312 904 7301 (Mr. Grosshans)312 904 6473 (Mr. Qais)832 681 7148 (Mr. Reed)




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Revolving Credit Commitment:
    
    JPMORGAN CHASE BANK, NA, in its individual$35,000,000.00
    
    capacity as a Bank and a Syndication AgentCommitment Percentage:
    
    By:
    
    /s/ Michael J. DeForge14.000000000%
    
    Its:
    
    Michael J. DeForgeTitle:
    
    Vice PresidentBy:Its:Title:
 Address
 th




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Revolving Credit Commitment:
    
    BANK OF AMERICA, in its individual capacity$23,000,000.00
    
    as a BankCommitment Percentage:
    
    By:
    
    /s/ Richard D. Hill, Jr.9.200000000%
    
    Its:
    
    Richard D. Hill, Jr.Title:
    
    Managing Director
 Address




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Revolving Credit Commitment:
    
    THE BANK OF NEW YORK, in its individual$23,000,000.00
    
    capacity as a BankCommitment Percentage:
    
    By:
    
    /s/ Cynthia D. Howells9.200000000%
    
    Its:
    
    Cynthia D. HowellsTitle:
    
    Vice President
 Address




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Revolving Credit Commitment:
    
    HARRIS NESBITT FINANCING INC., in its$23,000,000.00
    
    individual capacity as a BankCommitment Percentage:
    
    By:
    
    /s/ Ian M. Plester9.200000000%
    
    Its:
    
    Ian M. PlesterTitle:
    
    Director
 Address




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Revolving Credit Commitment:
    
    MORGAN STANLEY BANK, in its individual$22,000,000.00
    
    capacity as a BankCommitment Percentage:
    
    By:
    
    /s/ Daniel Twenge8.800000000%
    
    Its:
    
    Daniel TwengeTitle:
    
    Vice President, Morgan Stanley Bank
 Address
 
  
 Facsimile:
    
    (212) 537-1867 (Erma DellAquila)(212) 537-1866 (Edward Henley)Telephone:
    
    (212) 537-1532 (Erma DellAquila)(212) 537-2484 (Edward Henley)




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Revolving Credit Commitment:
    
    THE NORTHERN TRUST COMPANY, in its individual$22,000,000.00
    
    capacity as a BankCommitment Percentage:
    
    By:
    
    /s/ Chris McKean8.800000000%
    
    Its:
    
    Chris McKeanTitle:
    
    Vice President
 Address




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Revolving Credit Commitment:
    
    FIFTH THIRD BANK, in its individual capacity$17,000,000.00
    
    as a BankCommitment Percentage:
    
    By:
    
    /s/ Kim Puszczewicz6.800000000%
    
    Its:
    
    Kim PuszczewiczTitle:
    
    Vice President
 Address




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Revolving Credit Commitment:
    
    MERRILL LYNCH BANK USA, in its individual$17,000,000.00
    
    capacity as a BankCommitment Percentage:
    
    By:
    
    /s/ Derek Befus6.800000000%
    
    Its:
    
    Derek BefusTitle:
    
    Vice President
 Address




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Revolving Credit Commitment:
    
    US BANK NATIONAL ASSOCIATION, in its$17,000,000.00
    
    individual capacity as a BankCommitment Percentage:
    
    By:
    
    /s/ Brett M. Justman6.800000000%
    
    Its:
    
    Brett M. JustmanTitle:
    
    Assistant Vice President
 Address




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Revolving Credit Commitment:
    
    KBC BANK N.V., in its individual capacity as a Bank$16,000,000.00Commitment Percentage:
    
    By:
    
    /s/ Jean-Pierre Diels6.400000000%
    
    Its:
    
    Jean-Pierre DielsTitle:
    
    First Vice PresidentBy:
    
    /s/ Eric RaskinIts:
    
    Eric RaskinTitle:
    
    Vice President
 Address




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EXHIBIT A
NOTE
  FOR VALUE RECEIVED, Borrower Bank
 prima facie
 Credit Agreement
   THE PEOPLES GAS LIGHT AND COKE COMPANYBy:Its:
 A - 1




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EXHIBIT B
 COMPLIANCE CERTIFICATE
 Credit Agreement
       
 
 
  
 B - 1




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SCHEDULE 1 TO COMPLIANCE CERTIFICATE
  CALCULATION AS OF ________ __,200_
 A. Capital Ratio (Sec. 7.6)1. consolidated Indebtedness
    
    $___2. Consolidated Net Worth
    
    $___3. Sum of Line A1 plus Line
A2
    
    $___4. Capital Ratio
    
    ___ :1.00
    
    (ratio of (A) Line A1 to (B) Line A3 not to exceed 0.65 to 1.00)




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EXHIBIT C
 [LETTERHEAD OF BORROWERS COUNSEL]
  
 The Peoples Gas Light and Coke Company
  Borrower Credit Agreement Bank Banks
 I. Documents Reviewed
    clauses (a) (b) Subject Documents
   Organizational
Documents
 C - 1






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Annex
A Borrowers Certificate Reviewed
Agreements
   II. Assumptions Underlying Our Opinions
  Factual Matters
 Contrary Knowledge of Addressee
 Signatures
 Authentic and Conforming Documents
 Capacity of Certain Parties
 Subject Documents Binding on Certain Parties
 C - 2






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Consents for Certain Parties
 Accurate Description of Parties Understanding
 III. Our Opinions
  Organizational Status
 Power and Authority
 Execution, Validity and Enforceability
 Noncontravention
 Governmental Approvals
 C - 3






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et seq. paragraph V-(d)
 IV. Exclusions
  Indemnification
 Fraudulent Transfer
 Jurisdiction, Venue, etc
 Trust Relationship
 Certain Laws
 Local Ordinances
 Certain Agreements of Borrower
  
 C - 4






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Remedies
 V. Qualifications and Limitations
  Applicable Law
 Bankruptcy
 Equitable Principles
 Noncontravention and Governmental Approvals paragraphs III-(d)(i) III-(e) III-(f)
 C - 5






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Knowledge
 Reviewed Agreements paragraph III-(d),
 Material Changes to Terms
 Incorporated Documents
 Mathematical Calculations
 C - 6






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VI. Reliance on Opinions
   C - 7






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EXHIBIT D
 ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption [Insert name of Assignor] Assignor [Insert name of Assignee] Assignee Credit Agreement
 Assigned
Interest
 1.
    
    Assignor:2.
    
    Assignee: 
                [and is an Affiliate/Approved Fund of [identify Bank]1]3.
    
    Borrower: The Peoples Gas Light and Coke Company4.
    
    Administrative Agent: ABN AMRO Bank N.V., as the administrative agent under the Credit
Agreement
 
 1
    
    Select as applicable. D - 1






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5.
    
    Credit Agreement: The Credit Agreement dated as of  ___, 2005, by and among The
Peoples Gas Light and Coke Company, the Banks party thereto, ABN AMRO Bank N.V., as
Administrative Agent, and JPMorgan Chase Bank, NA, as Syndication Agent.6.
    
    Assigned Interest:
 Amount of
    
    Amount of
    
    
    
    
    
    Amount of
    
    Amount ofCommitment/Loans
    
    Commitment/Loans
    
    
    
    
    
    Commitment/Loans
    
    Commitment/Loansof Assignor prior to
    
    of Assignee prior to
    
    Amount of
    
    of Assignor after
    
    of Assignee after[Effective][Trade]
    
    [Effective][Trade]
    
    Commitment/Loans
    
    [Effective][Trade]
    
    [Effective][Trade]Date
    
    Date
    
    Assigned
    
    Date
    
    Date$
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
 [7.
    
    Trade Date:]2
 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]
  ASSIGNOR
[NAME OF ASSIGNOR]By:Title: ASSIGNEE
[NAME OF ASSIGNEE]By:Title: 
 2
    
    To be completed if the Assignor and the Assignee intend
that the minimum assignment amount is to be determined as of the Trade Date. D - 2






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By:Title:
 D - 3






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ANNEX 1 to Assignment and Assumption
 STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
 Representations and Warranties
 Assignor
 Assignee
 Payments




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General Provisions




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\

SCHEDULE 1A
 PRICING GRID
 S & P/ Moodys
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    lower thanSenior Secured
    
    A/ A2 or
    
    
    
    
    
    BBB+/
    
    BBB/
    
    BBB-/
    
    BBB-/Rating
    
    higher
    
    A-/ A3
    
    Baa1
    
    Baa2
    
    Baa3
    
    Baa3Commitment Fee
    
    
    8.0
    
    
    
    10.0
    
    
    
    12.5
    
    
    
    15.0
    
    
    
    17.5
    
    
    
    25.0Base Rate Margin
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    50.0LIBOR Margin
    
    
    35.0
    
    
    
    40.0
    
    
    
    47.5
    
    
    
    57.5
    
    
    
    75.0
    
    
    
    112.5Utilization Fee
(>50%)
    
    
    10.0
    
    
    
    10.0
    
    
    
    12.5
    
    
    
    12.5
    
    
    
    12.5
    
    
    
    12.5
  
 *
    
    If the Borrower is split-rated and the ratings differential is one level, the higher rating
will apply. If the Borrower is split-rated and the ratings differential is two levels or
more, the rating level one below the higher level will apply. If at any time the Borrower has
no Moodys rating or no Standard & Poors rating, the Lower than BBB-/Baa3 level will apply;
provided, however, that in such event the Borrower may propose an alternative rating agency or
mechanism in replacement thereof, subject to the written consent of the Required Banks, such
consent not to be unreasonably withheld, delayed or conditioned.




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SCHEDULE 4
 ADMINISTRATIVE AGENTS NOTICE AND PAYMENT INFORMATION




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st
  th