creditagreement.htm


     

    Nicor Inc.

    Form 10-Q

    Exhibit 10.12

      


       

      EXECUTION
VERSION

      


      


      
        

        

      

       

      364-DAY

      CREDIT
AGREEMENT

       

      DATED AS
OF

       

      May 11,
2009

       

      AMONG

       

      NORTHERN
ILLINOIS GAS COMPANY,

       

      as
Borrower,

       

      THE
FINANCIAL INSTITUTIONS PARTY HERETO,

       

      as
Lenders,

       

      JPMORGAN
CHASE BANK, N.A.,

      as
Administrative Agent,

       

      RBS
SECURITIES, INC.,

      as
Syndication Agent,

       

      and

       

      THE BANK
OF TOKYO-MITSUBISHI UFJ, LTD.

      U.S.
BANK, NATIONAL ASSOCIATION

      and

      WACHOVIA
BANK, N.A.

      as
Documentation Agents


       

      
        

        

      

      


      J.P.
MORGAN SECURITIES INC.

      and

      RBS
SECURITIES, INC.,

      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	
                  15

                
	 	 	 	 
	
                     
      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	
                  18

                


        

      

      
        
          	
                     
      Section 2.5

                	
                   

                	
                  Interest
      Periods

                	
                  20

                


        

      

      
        
          	  
       Section 2.6	
                   

                	Maturity of
      Loans	
                  21

                


        

      

      
        
          	    Section 2.7	
                   

                	Prepayments	
                  21

                


        

      

      
        
          	    Section
      2.8 	
                   

                	Default Rate	
                  21

                


        

      

      
        
          	   
      Section 2.9	
                   

                	Evidence of Debt	
                  22

                


        

      

      
        
          	   
      Section 2.10	
                   

                	Funding
      Indemnity	
                  23

                


        

      

      
        
          	   
      Section
      2.11 	
                   

                	Commitments	
                  23

                


        

      

      
        
          	   
      Section 2.12	
                   

                	Increase in the
      Aggregate Commitments	
                  24

                


        

      

                                                                                                                                   

      
        
          	SECTION
      3.  	 	FEES AND
      EXTENSIONS	26
	 	 	 	 
	   
      Section
      3.1 	
                   

                	Fees	
                  26

                


        

      

      
        
          	   
      Section 3.2	
                   

                	Extensions	
                  27

                


        

      

                                                                                                                

      
        
          	SECTION
      4.	 	PLACE AND APPLICATION OF PAYMENTS	28
	 	 	 	 
	SECTION
      5. 	 	REPRESENTATIONS AND WARRANTIES	29
	 	 	 	 
	   
      Section 5.1	
                   

                	Corporate Organization and
Authority	
                  29

                


        

      

      
        
          	   
      Section 5.2	
                   

                	Subsidiaries	
                  29

                


        

      

      
        
          	   
      Section 5.3	
                   

                	Corporate Authority and Validity of
      Obligations	
                  30

                


        

      

      
        
          	   
      Section
      5.4 	
                   

                	Financial Statements	
                  30

                


        

      

      
        
          	   
      Section 5.5	
                   

                	No Litigation; No Labor
    Controversies	
                  30

                


        

      

      
        
          	   
      Section 5.6	
                   

                	Taxes	
                  31

                


        

      

      
        
          	  
       Section 5.7	
                   

                	Approvals	
                  31

                


        

      

      
        
          	   
      Section 5.8	
                   

                	ERISA	
                  31

                


        

      

      
        
          	   
      Section 5.9	
                   

                	Government Regulation	
                  31

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	   
      Section 5.10	
                   

                	Margin Stock; Use of Proceeds	
                  31

                


        

      

      
        
          	   
      Section
      5.11 	
                   

                	Environmental Warranties	
                  32

                


        

      

      
        
          	   
      Section 5.12	
                   

                	Ownership of Property; Liens	
                  33

                


        

      

      
        
          	   
      Section 5.13	
                   

                	Compliance with Agreements	
                  33

                


        

      

      
        
          	   
      Section
      5.14 	
                   

                	Full Disclosure	
                  33

                


        

      

      
        
          	   
      Section 5.15	
                   

                	Solvency	
                  33

                


        

      

                                                                                                                                    

      
        
          	SECTION
      6.  	 	CONDITIONS PRECEDENT	33
	 	 	 	 
	   
      Section
      6.1 	
                   

                	Initial Borrowing	
                  34

                


        

      

      
        
          	   
      Section
      6.2 	
                   

                	All Borrowings	
                  35

                


        

      

                                                                                                                                

      
        
          	SECTION
      7.	 	COVENANTS	
                  35

                
	 	 	 	 
	   
      Section 7.1	
                   

                	Corporate Existence; Material
      Subsidiaries	
                  36

                


        

      

      
        
          	   
      Section
      7.2 	
                   

                	Maintenance	
                  36

                


        

      

      
        
          	   
      Section
      7.3 	
                   

                	Taxes	
                  36

                


        

      

      
        
          	 
       
      Section 7.4 	
                   

                	ERISA	
                  36

                


        

      

      
        
          	 
       
      Section 7.5 	
                   

                	Insurance	
                  36

                


        

      

      
        
          	   
      Section 7.6	
                   

                	Financial Reports and Other
    Information	
                  36

                


        

      

      
        
          	    Section
      7.7	
                   

                	Lender Inspection Rights	
                  39

                


        

      

      
        
          	   
      Section 7.8	
                   

                	Conduct of Business	
                  39

                


        

      

      
        
          	   
      Section 7.9	
                   

                	Liens	
                  39

                


        

      

      
        
          	   
      Section
      7.10 	
                   

                	Use of Proceeds; Regulation U	
                  41

                


        

      

      
        
          	   
      Section 7.11	
                   

                	Mergers, Consolidations and Sales of
      Assets	
                  41

                


        

      

      
        
          	   
      Section
      7.12 	
                   

                	Environmental Matters	
                  42

                


        

      

      
        
          	   
      Section 7.13	
                   

                	
                  Investments, Acquisitions, Loans, Advances
      and Guaranties

                	42


        

      

      
        
          	   
      Section 7.14	
                   

                	Restrictions on Indebtedness	
                  44

                


        

      

      
        
          	   
      Section
      7.15 	
                   

                	Leverage Ratio	
                  44

                


        

      

      
        
          	   
      Section 7.16	
                   

                	[Intentionally Omitted]	
                  45

                


        

      

      
        
          	   
      Section 7.17	
                   

                	Dividends and Other Shareholder
      Distributions	
                  45

                


        

      

      
        
          	   
      Section 7.18	
                   

                	No Negative Pledges	
                  45

                


        

      

      
        
          	   
      Section 7.19	
                   

                	Transactions with Affiliates	
                  45

                


        

      

      
        
          	   
      Section 7.20	
                   

                	Compliance with Laws	
                  46

                


        

      

      
        
          	   
      Section 7.21	
                   

                	Derivative Obligation	
                  46

                


        

      

      
        
          	   
      Section 7.22	
                   

                	Sales and Leasebacks	
                  46

                


        

      

      
        
          	   
      Section 7.23	
                   

                	OFAC; BSA	
                  46

                


        

      

                                                                                                                                     

      
        
          	SECTION
      8. 	 	EVENTS OF DEFAULT AND REMEDIES	46
	 	 	 	 
	   
      Section 8.1	
                   

                	Events of
      Default	
                  46

                


        

      

      
        
          	    Section
      8.2 	
                   

                	Non-Bankruptcy
      Defaults	
                  48

                


        

      

      
        
          	    Section
      8.3 	
                   

                	Bankruptcy
      Defaults	
                  49

                
	 	 	 	 
	SECTION
      9.	 	CHANGE IN
      CIRCUMSTANCES; TAXES	49


        

      

                                                                                                                               

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	   
      Section
      9.1	
                   

                	Change
      of Law	
                  49

                


        

      

      
        
          
            	   
      Section
      9.2 	
                     

                  	Unavailability
      of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR	
                    49

                  


          

        

      

      
        
          	   
      Section 9.3	
                   

                	Increased Costs	
                  50

                


        

      

      
        
          	   
      Section 9.4	
                   

                	Taxes	
                  51

                


        

      

      
        
          	   
      Section
      9.5 	
                   

                	Mitigation Obligations; Replacement of
      Lenders	
                  54

                


        

      

      
        
          	  
       Section 9.6	
                   

                	Discretion of Lender as to Manner of
      Funding	
                  55

                


        

      

                                                                                                                                

      
        
          	 SECTION
      10.	 	THE AGENT	56
	 	 	 	 
	   
      Section 10.1	
                   

                	Appointment and Authority	
                  56

                


        

      

      
        
          	   
      Section 10.2	
                   

                	Rights as a Lender	
                  56

                


        

      

      
        
          	   
      Section
      10.3	
                   

                	Exculpatory Provisions	
                  56

                


        

      

      
        
          	   
      Section
      10.4	
                   

                	Reliance by Administrative Agent	
                  57

                


        

      

      
        
          	   
      Section
      10.5 	
                   

                	Delegation of Duties	
                  58

                


        

      

      
        
          	   
      Section
      10.6	
                   

                	Resignation of Administrative Agent	
                  58

                


        

      

      
        
          	
                   
        Section 10.7

                	 	
                  Non-Reliance
      on Administrative Agent and Other Lenders

                	
                  59

                


        

      

      
        
          	
                     
      Section 10.8 

                	
                	
                  No Other Duties,
      etc. 

                	
                  59

                


        

      

                                                                                                                                     

      
        
          	SECTION
      11.	 	MISCELLANEOUS	
                   59

                
	 	 	 	 
	  
       Section 11.1	
                   

                	No Waiver of Rights	
                  59

                


        

      

      
        
          	   
      Section
      11.2	
                   

                	Non-Business Day	
                  59

                


        

      

      
        
          	  
       Section 11.3	
                   

                	Survival of Representations	
                  59

                


        

      

      
        
          	   
      Section 11.4	
                   

                	Survival of Indemnities	
                  59

                


        

      

      
        
          	   
      Section
      11.5	
                   

                	Set-Off; Sharing of Payments	
                  60

                


        

      

      
        
          	   
      Section 11.6	
                   

                	Notices	
                  61

                


        

      

      
        
          	
                     
      Section 11.7

                	 	
                  Counterparts;
      Integration; Effectiveness; Electronic Execution

                	62


        

      

      
        
          	   
      Section
      11.8	
                   

                	Successors and Assigns	
                  63

                


        

      

      
        
          	  
       Section 11.9	
                   

                	Amendments	
                  66

                


        

      

      
        
          	   
      Section 11.10	
                   

                	Headings	
                  67

                


        

      

      
        
          	   
      Section 11.11	
                   

                	Expenses; Indemnity; Waiver	
                  67

                


        

      

      
        
          	   
      Section 11.12	
                   

                	Entire Agreement	
                  69

                


        

      

      
        
          	   
      Section
      11.13	
                   

                	Governing Law; Jurisdiction; Etc.	
                  69

                


        

      

      
        
          	   
      Section
      11.14	
                   

                	WAIVER OF JURY TRIAL	
                  70

                


        

      

      
        
          	
                   
        Section 11.15

                	 	
                  Treatment
      of Certain Information; Confidentiality

                	70


        

      

      
        
          	  
       Section 11.16	
                   

                	Patriot Act	
                  71

                


        

      

      


      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

      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

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      364-DAY
CREDIT AGREEMENT

       

      364-DAY CREDIT AGREEMENT, dated as of
May 11, 2009 among Northern Illinois Gas Company, an Illinois corporation (the
“Borrower”), the
financial institutions from time to time party hereto (each a “Lender,” and collectively the
“Lenders”), and
JPMorgan Chase Bank, N.A. in its capacity as agent for the Lenders hereunder (in
such capacity, the “Administrative
Agent”).

       

      WITNESSETH
THAT:

       

      WHEREAS, the Borrower desires
to obtain the several commitments of the Lenders to make available a 364-Day
revolving credit facility for loans as described herein; and

       

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

       

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

       

      
        	
                SECTION
      1. 

              	 	
                DEFINITIONS;
      INTERPRETATION.

              


      

       

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

       

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

       

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

       

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

       

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

       

      
        
          1

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

      “Applicable Margin” means the
greater of (i) the per annum rate calculated as a percentage of the CDX Index
and (ii) the per annum floor rate, in each case as set forth on Schedule 1
hereto beside the then applicable Level.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Business Day” means any day
other than a Saturday or Sunday on which Lenders are not authorized or required
to close in New York, New York or Chicago, Illinois and, if the applicable
Business Day relates to the borrowing or payment of a 

       

      
        
          2

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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.

       

      “CDX Index” means the rate per
annum determined by the Administrative Agent (i) with respect to any Eurodollar
Loan, three (3) Business Days prior to the commencement of each Interest Period
applicable to such Eurodollar Loan, and thereafter, in the case of any
Eurodollar Loan having an Interest Period greater than three (3) months, at the
end of each successive three (3) month period during such Interest Period, and
(ii) with respect to any Base Rate Loan, on the Closing Date and on the last
Business Day of each calendar quarter, in each case by reference to the closing
Markit CDX.NA.IG Series 12 or any successor series (5 year period) for such day;
provided that,
to the extent the Administrative Agent determines that a rate is not
ascertainable pursuant to the foregoing provisions of this definition, the “CDX
Index” on any date of determination shall be the rate most recently determined
by the Administrative Agent unless and until the Borrower and each of the
Lenders agree on an alternative method of calculating the Applicable
Margin.

       

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

       

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

       

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

       

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

       

      (a)     less than
a majority of the members of the Board of Directors of the Borrower shall be
persons who either (i) were serving as directors on the Closing Date or (ii)
were nominated as directors and approved by 

       

      
        
          3

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      the vote
of the majority of the directors who are directors referred to in clause (i)
above or this clause (ii); or

       

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

       

                  (c)     a Person
or group of Persons acting in concert (other than the direct or indirect
beneficial owners of the Voting Stock of 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 twenty percent (20%) of the combined voting power of the outstanding Voting
Stock or other ownership interests for the election of directors or shall have
the right to elect a majority of the Board of Directors of 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 the
Borrower.

       

      “Closing Date” means May 11,
2009.

       

      “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.

       

      “Commitment Letter” means that
certain letter dated as of April 3, 2009, among the Borrower, J.P. Morgan
Securities Inc., RBS Securities, Inc., the Administrative Agent, and ABN AMRO
Bank N.V.

       

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

       

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

       

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

       

      “Consolidated Net Worth” means
for any Person, as of any time the same is to be determined, the total
shareholders’ equity (including both common and preferred) 

       

      
        
          4

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      reflected
on the balance sheet of such Person after deducting treasury stock determined on
a consolidated basis in accordance with GAAP.

       

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

       

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

       

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

       

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

       

      “Defaulting Lender” means any
Lender, as 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 Borrower, 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,
(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
Borrower and the Lenders, declare that a

       

      
        
          5

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       Defaulting
Lender is no longer a “Defaulting Lender” if the Administrative Agent
determines, in its 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.

       

      “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, whether or not occurring as a result of a default
thereunder), absolute or contingent, now or hereafter existing or incurred or
due or to become due.

       

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

       

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

       

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

       

      
        
          6

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      “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 April 3, 2009, among ABN AMRO
Bank N.V., RBS Securities, Inc. and the Borrower and (ii) that certain letter,
dated as of April 3, 2009, between J.P. Morgan Securities Inc., the
Administrative Agent, and the Borrower.

       

      
        
          7

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “5-Year Facility Agreement”
means the credit agreement entered into September 13, 2005, as amended or
supplemented from time to time, among the Borrower, Nicor, the financial
institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent,
Wachovia Bank, N.A., as syndication agent, ABN AMRO Bank N.V, The Bank of
Tokyo-Mitsubishi, Ltd., Chicago Branch, and The Bank of New York, as
documentation agents, J.P. Morgan Securities Inc. and Wachovia Capital Markets,
LLC, as joint lead-arrangers and bookrunners.

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Hazardous Material”
means:

       

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

       

      
        
          8

        

        
          
          

          
            

          

        

        
          
          

        

         

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

      

       

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

       

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

       

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

       

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

       

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

       

      
        
          9

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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. and RBS Securities, Inc.

       

      “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 and Level V
Status.

       

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

       

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

       

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

       

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

       

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

       

      “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


       

      
        
          10

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      arising
from a mortgage, encumbrance, pledge, conditional sale, security agreement or
trust receipt, or a lease, consignment or bailment for security
purposes.  For the purposes of this definition, a Person shall be
deemed to be the owner of any Property which it has acquired or holds subject to
a conditional sale agreement, Capital Lease or other arrangement pursuant to
which title to the Property has been retained by or vested in some other Person
for security purposes, and such retention of title shall constitute a
“Lien.”

       

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

       

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

       

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

       

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

       

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

       

      “Nicor Gas Indenture” means
that certain Indenture, dated as of January 1, 1954, between Commonwealth Edison
Company and Continental Illinois National Bank and Trust Company of Chicago, as
supplemented from time to time, and as last supplemented by a Supplemental
Indenture, dated as of August 1, 2008 to be effective August 15, 2008, between
the Borrower and BNY Midwest Trust Company, as successor trustee under the
Indenture dated as of January 1, 1954, as amended or supplemented from time to
time.

       

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

       

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

       

      
        
          11

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      “PBGC” means the Pension
Benefit Guaranty Corporation.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          12

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “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 the Borrower with
the SEC prior to the Closing Date.

       

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

       

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

       

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

       

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

       

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

       

      
        
          13

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “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 May
10, 2010, as extended from time to time pursuant to Section 3.2.

       

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

       

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

       

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

       

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

       

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

       

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


       

      
        
          14

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      construed
to refer to Articles and Sections of, and Exhibits and Schedules to, this
Agreement and (e) the words “asset” and “property” shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract
rights.  All references to times of day in this Agreement shall be
references to New York, New York time unless otherwise specifically provided.
Where the character or amount of any asset or liability or item of income or
expense is required to be determined or any consolidation or other accounting
computation is required to be made for the purposes of this Agreement, the same
shall be done in accordance with GAAP in effect on the Closing Date, to the
extent applicable, except where such principles are inconsistent with the
specific provisions of this Agreement.

       

      
        	
                SECTION
      2.  

              	 	
                THE
      CREDITS.

              


      

       

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

       

      Section
2.2     Applicable
Interest Rates.

       

      (a)     Base Rate
Loans.  Each Base Rate Loan made or maintained by a Lender
shall bear interest during the period it is outstanding (computed (x) at all
times the Base Rate is based on the rate described in clause (i) of the
definition thereof, on the basis of a year of 365 or 366 days, as applicable,
and actual days elapsed or (y) at all times the Base Rate is based on the rate
described in clause (ii) 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, 

       

      
        
          15

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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 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 

       

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

       

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

       

      Section
2.3     Minimum
Borrowing Amounts.

       

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

       

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

       

      (a)     Notice to the Administrative
Agent.  The Borrower shall give notice to the Administrative
Agent by no later than 11:00 a.m. (Chicago time) (i) at least three (3) Business
Days before the date on which the Borrower requests the Lenders to advance a
Borrowing of Eurodollar Loans, or (ii) on the date on which the Borrower
requests the Lenders to advance a Borrowing of Base Rate Loans. The Loans
included in each Borrowing shall bear interest initially at the type of rate
specified in such notice of a new Borrowing.  Thereafter, the Borrower
may from time to time elect to change or continue the type of interest rate
borne by each Borrowing or, subject to Section 2.3, a portion thereof, as
follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the
Interest Period applicable thereto, the Borrower may continue part or all of
such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods
specified by the Borrower or convert part or all of such Borrowing into Base
Rate Loans, and (ii) if such Borrowing is of Base Rate Loans, on any Business
Day, the Borrower may convert all or part of such Borrowing into Eurodollar
Loans for an Interest Period or Interest Periods specified by the
Borrower.  The Borrower shall give all such notices requesting, the
advance, continuation, or conversion of a Borrowing to the Administrative Agent
by telephone, facsimile or electronic means (which notice shall be irrevocable
once given and, if by telephone, shall be promptly confirmed in
writing).  Notices of the continuation of a Borrowing of Eurodollar
Loans for an additional Interest Period or of the conversion of part or all of a
Borrowing of Base Rate Loans into Eurodollar Loans must be given by no later
than 12:00 noon (Chicago time) at least three (3) Business Days before the date
of the requested continuation or conversion. Notices of the conversion of part
or all of a Borrowing of Eurodollar Loans into Base Rate Loans must be given by
no later than 11:00 a.m. (Chicago time) on the date of the requested conversion.
All such notices concerning the advance, continuation, or conversion of a
Borrowing shall be irrevocable once given and shall specify the date of the
requested advance, continuation or conversion of a Borrowing (which shall be a
Business Day), the amount of the requested Borrowing to be advanced, continued,
or converted, the type of Loans to comprise such new, continued or converted
Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the
Interest Period applicable thereto.  All such notices shall be in the
form of a Notice of Borrowing, unless otherwise consented to by the
Administrative Agent; provided that the Borrower
agrees that the Administrative Agent may rely on any telephonic, facsimile or
electronic notice given by any person it in good faith believes is an Authorized
Representative without the necessity of independent investigation, and in the
event any such notice by telephone conflicts with any written confirmation,
such telephonic notice shall govern if the Administrative Agent has acted in
reliance thereon.  There may be no more than six different Interest
Periods in effect at any one time.

       

      (b)     Notice to the
Lenders.  The Administrative Agent shall give prompt
telephonic, facsimile or electronic notice to each Lender of any notice from the
Borrower received pursuant to Section 2.4(a) above.  The
Administrative Agent shall give notice to 

       

      
        
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      the
Borrower and each Lender by like means of the interest rate applicable to each
Borrowing of Eurodollar Loans.

       

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

       

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

       

      (e)     Funding by Lenders;
Presumption by Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with
Section 2.4(d) and may, in reliance upon such assumption, make available to the
Borrower a corresponding amount.  In such event, if a Lender has not
in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of a payment to be made by such
Lender, the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation and (ii) in the case of a payment to be made by the Borrower, the
interest rate applicable to such Loans.  If the Borrower and such
Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such
period.  If such Lender pays such amount to the Administrative Agent,
then such amount shall constitute such Lender’s Loan included in such
Borrowing.  Any payment by the Borrower shall be 

       

      
        
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      without
prejudice to any claim the Borrower may have against a Lender that shall have
failed to make such payment to the Administrative Agent.

       

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

       

      Section
2.5     Interest
Periods.

       

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

       

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

       

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

       

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

       

      
        
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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 the Termination
Date.  The Borrower hereby promises to pay as and when due each
Obligation owing by it.  The Borrower hereby waives demand,
presentment, protest or notice of any kind with respect to each such
Obligation.

       

      Section
2.7     Prepayments.  (a)  Borrower
may prepay without premium or penalty and in whole or in part (but, if in part,
then (i) in an amount not less than $5,000,000 and integral multiples of
$1,000,000 in excess thereof, and (ii) in an amount such that the minimum amount
required for a Borrowing pursuant to Section 2.3 hereof remains outstanding) any
Borrowing of Eurodollar Loans upon three (3) Business Days’ prior irrevocable
notice to the Administrative Agent or, in the case of a Borrowing of Base Rate
Loans, irrevocable notice delivered to the Administrative Agent no later than
12:00 noon (Chicago time) on the date of prepayment, such prepayment to be made
by the payment of the principal amount to be prepaid and accrued interest
thereon to the date fixed for prepayment.  In the case of Eurodollar
Loans, any amounts owing under Section 2.10 hereof as a result of such
prepayment shall be paid contemporaneously with such prepayment.  The
Administrative Agent will promptly advise each Lender of any such prepayment
notice it receives from the Borrower.  Any amount paid or prepaid
before the Termination Date may, subject to the terms and conditions of this
Agreement, be borrowed, repaid and borrowed again.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (c)     Entries
made in good faith by the Administrative Agent in the Register pursuant to
subsection (b) above, and by each Lender in its account or accounts pursuant to
subsection (a) above, shall be prima facie evidence of the amount of principal
and 

       

      
        
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      interest
due and payable or to become due and payable from the Borrower to, in the case
of the Register, each Lender and, in the case of such account or accounts, such
Lender, under this Agreement, absent manifest error; provided, however, that the
failure of the Administrative Agent or such Lender to make an entry, or any
finding that an entry is incorrect, in the Register or such account or accounts
shall not limit or otherwise affect the obligations of the Borrower under this
Agreement.

       

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

       

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

       

         
(b)     any
failure (because of a failure to meet the conditions of Section 6 or otherwise)
by the Borrower to borrow or continue a Eurodollar Loan, or to convert a Base
Rate Loan into a Eurodollar Loan, on the date specified in a notice given
pursuant to Section 2.4(a) or established pursuant to Section 2.4(c)
hereof,

       

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

       

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

       

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

       

      Section
2.11             Commitments.  (a)  Borrower
shall have the right at any time and from time to time, upon five (5) Business
Days’ prior written notice to the Administrative Agent, to reduce or terminate
the Commitments without premium or penalty, in whole or in part, any partial
termination or reduction to be (i) in an amount not less than $5,000,000 and
integral multiples of $1,000,000 in excess thereof, and (ii) allocated ratably
among the Lenders in proportion to their respective Percentages; 

       

      
        
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      provided that the Commitments
may not be reduced to an amount less than the amount of the Loans then
outstanding.  The Administrative Agent shall give prompt notice to
each Lender of any reduction or termination of Commitments.  Any
reduction or termination of Commitments pursuant to this Section 2.11 may not be
reinstated.

       

      (b)     The
Borrower and the Administrative Agent may from time to time add additional
financial institutions as parties to this Agreement or, with the written consent
of an existing Lender, increase the Commitment of such existing Lender (any such
financial institution or existing Lender which is increasing its commitment
being referred to as an “Added
Lender”) pursuant to documentation satisfactory to the Borrower and the
Administrative Agent and any such Added Lender shall for all purposes be
considered a Lender for purposes of this Agreement and the other Credit
Documents with a Commitment as set forth in such documentation.  Any
such Added Lender shall on the date it is deemed a party to this Agreement
purchase from the other Lenders its Percentage (or the increase in its
Percentage, in the case of an Added Lender which is an existing Lender) of the
Loans outstanding.  Notwithstanding anything contained in this Section
2.11(b) to the contrary, but subject to Section 2.12, the aggregate amount of
Commitments may not at any time exceed $600,000,000 without the consent of the
Required Lenders.

       

      Section 2.12      Increase
in the Aggregate Commitments. (a)                   
The Borrower may, at any time prior to the Termination Date, 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 $10,000,000 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
$750,000,000, (ii) on the date of any request by the Borrower for a Commitment
Increase and on the related Increase Date the applicable conditions set forth in
Sections 3.2(f) and 6.2 shall be satisfied and (iii) prior to the effectiveness
of any such increase, the Borrower shall deliver a certified copy of their Board
of Directors’ resolutions authorizing such increase.

       

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


       

      
        
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      respective
Commitments by an aggregate amount that exceeds the amount of the requested
Commitment Increase, the requested Commitment Increase shall be allocated among
the Lenders willing to participate therein in such amounts as are agreed between
the Borrower and the Administrative Agent.

       

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

       

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

       

      
        
          25

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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 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;

       

      (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 Borrower shall retain and reserve its 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 Borrower 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 

       

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

       

      (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 Borrower may, by notice to the Administrative
Agent (which shall promptly notify the Lenders) not earlier than 45 days and not
later than 35 days prior to the Termination Date then in effect hereunder (the
“Existing Termination Date”), request that
each Lender extend such Lender’s Termination Date for an additional 364 days
from the Existing Termination Date.

       

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

       

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

       

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

       

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

       

      (e)     Minimum Extension
Requirement.  If (and only if) the Required Lenders have agreed
to extend their Termination Date, then, effective as of the Existing Termination
Date, the Termination Date of each Extending Lender and of each Additional
Commitment Lender shall be extended to the date falling 364 Days after the
Existing Termination Date (except that, if such date is not a Business Day, such
Commitment Date as so extended shall be the next preceding Business Day) and
each Additional Commitment Lender shall thereupon become a “Lender” for all
purposes of this Agreement.

       

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

       

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

       

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

       

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

       

       

      
        	
                SECTION
      4.

              	 	
                PLACE
      AND APPLICATION OF PAYMENTS.

              


      

       

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

       

      
        
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      Borrower)
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.

              


      

       

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

       

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

       

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

       

      
        
          29

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

      Section
5.4     Financial
Statements.  The
consolidated balance sheet and consolidated statement of capitalization of Nicor
as of December 31, 2008 and the notes thereto (the “12/31 Financials”) and the
related consolidated statements of operations and cash flows of Nicor for the
fiscal year ended on said date, and the unaudited consolidated balance sheet of
Nicor as of March 31, 2009 and the notes thereto (the “3/31 Financials”) and the
related consolidated statements of income and cash flows of Nicor for the
3-month period ended on such date, heretofore furnished to the Lenders, are
complete and correct and fairly present the consolidated financial condition of
Nicor as of said dates, and the results of its operations for the fiscal year
and 3-month period ended on said dates (subject, in the case of the 3/31
Financials to normal year-end audit adjustments).  On said dates the
Borrower did not have any material contingent liabilities, liabilities for
taxes, unusual forward or long-term commitments or unrealized or anticipated
losses from any unfavorable commitments, except as referred to or reflected or
provided for in the 12/31 Financials and the 3/31 Financials as of said dates or
as previously disclosed in the SEC Disclosure Documents. From the period
commencing December 31, 2008 and ending on the Closing Date, there has been no
event or series of events which has resulted in, or reasonably could be expected
to result in, a Material Adverse Effect.

       

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

       

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

       

      
        
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      Section
5.6     Taxes.  The
Borrower has filed all United States Federal income tax returns and all other
material tax returns which are required to be filed by it and has paid all taxes
due pursuant to such returns or pursuant to any assessment received by the
Borrower except for any such taxes that are being contested in good faith and by
proper proceedings and against which adequate reserves are being
maintained.  The charges, accruals and reserves on the books of the
Borrower in respect of taxes are in conformance with GAAP.

       

      Section
5.7     Approvals.  No
authorization, consent, approval, license, exemption, filing or registration
with any court or Governmental Authority, nor any approval or consent of the
stockholders of the Borrower or any Subsidiary of the Borrower or from any other
Person, is necessary for the valid execution, delivery or performance by the
Borrower or any Subsidiary of the Borrower of any Credit Document to which it is
a party, 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 the Borrower or any member
of the Controlled Group of any material liability, fine or
penalty.  Except as previously disclosed in the SEC Disclosure
Documents, the Borrower does not have any contingent liability with respect to
any post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Title I of ERISA.

       

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

       

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

       

      
        
          31

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          32

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        	
                SECTION
      6.  

              	 	
                CONDITIONS
      PRECEDENT.

              


      

       

      
        
          33

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

              (g)        
Except as set forth on Schedule 6.1, neither the Borrower nor any of its
Subsidiaries shall have, during the period from March 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;

       

      
        
          34

        

        
          
          

          
            

          

        

        
          
          

        

         

                 (i)        
The Borrower shall have delivered the SEC Disclosure Documents which Nicor or
the Borrower shall have filed with the Securities and Exchange Commission (or
any governmental agency substituted therefore) or any national securities
exchange on or after January 1, 2009;

      

       

               (j)     The
Credit Agreement, dated as of August 11, 2008, among the Borrower, the
Administrative Agent and the other financial institutions party thereto has
terminated (upon maturity or otherwise) in accordance with its terms;
and

       

               (k)     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); and

       

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

       

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

       

      
        	
                SECTION
      7.

              	 	
                COVENANTS.

              


      

       

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

      

       

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

       

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

       

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

       

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

       

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

       

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

       

               
(i)     as soon
as available and in any event within 95 days after the end of each fiscal year
of Borrower, consolidated statements of 

       

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

       

               (ii)       
as soon as available and in any event within 50 days after the end of each of
the first three fiscal quarterly periods of each fiscal year of Borrower,
consolidated statements of income of Borrower for such period and for the period
from the beginning of the respective fiscal year to the end of such period, and
consolidated cash flows for the period from the beginning of the respective
fiscal year to the end of such period, and the related consolidated balance
sheet as at the end of such period, all of the foregoing prepared by Borrower in
reasonable detail in accordance with GAAP and certified by Borrower’s Chief
Financial Officer, Vice President-Controller or
Vice President-Treasurer as fairly presenting the financial condition as at
the dates thereof and the results of operations for the periods covered thereby
(except for the absence of footnotes and year-end adjustments); provided that if Borrower
files a Form 10-Q for the applicable quarterly period, and such quarterly report
contains the financial statements and certifications described above, the
Borrower may satisfy the requirements of this Section 7.6(a)(ii) by delivering a
copy of such quarterly report to each Lender.

       

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

       

      
        
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      the
Borrower shall deliver paper copies of the information required to be delivered
pursuant to subsections (a), (d) and (e) of this Section 7.6 to any Lender
that requests such delivery.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

              
(b)            Liens for
taxes or assessments or other government charges or levies on the Borrower or
any Material Subsidiary of the Borrower or their respective Properties which are
not past due or which are being contested in good faith by appropriate
proceedings and for which reserves in conformity with GAAP have been provided on
the books of the Borrower; 

       

      
        
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      provided that the aggregate
amount of liabilities (including interest and penalties, if any) of the Borrower
and its Material Subsidiaries secured by such Liens shall not exceed $20,000,000
at any one time outstanding;

       

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

       

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

       

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

       

               (f)     Liens
securing Indebtedness and other obligations; provided that such Liens
permitted by this paragraph (f) shall only be permitted to the extent the
aggregate amount of Indebtedness and other obligations secured by all such Liens
does not exceed ten percent (10%) of the difference between (A) Consolidated
Assets as reflected on the most recent balance sheet delivered pursuant to
Section 7.6, minus (B) the amount of Indebtedness then outstanding under the
Nicor Gas Indenture;

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      Section
7.11       Mergers,
Consolidations and Sales of Assets.  The
Borrower will not, nor will it permit any of its Material Subsidiaries to, (i)
consolidate with or be a party to merger with any other Person or (ii) sell,
lease or otherwise dispose of all or a “substantial part” of the assets of the
Borrower and its Subsidiaries; provided, however, that (w)
the foregoing shall not prohibit any sale, lease, transfer or disposition to
which the Required Lenders have consented, such consent not to be unreasonably
withheld if (A) such transaction does not result in a downgrade of the
Borrower’s S&P Rating or Moody’s Rating, (B) such transaction is for cash
consideration (or other consideration acceptable to the Required Lenders) in an
amount not less than the fair market value of 

       

      
        
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      the
applicable assets, and (C) such transaction, when combined with all other such
transactions, would not have a Material Adverse Effect, taken as a whole, (x)
any Subsidiary of the Borrower may merge or consolidate with or into or sell,
lease or otherwise convey all or a substantial part of its assets to the
Borrower or any Subsidiary of which the Borrower holds (directly or indirectly)
at least the same percentage equity ownership; provided that in any such
merger or consolidation involving the Borrower, the Borrower shall be the
surviving or continuing corporation, and (y) the Borrower and its Subsidiaries
may sell inventory in the ordinary course of business.

       

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

       

      Section
7.12        Environmental
Matters.  The
Borrower will:

       

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

       

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

       

      Section
7.13       Investments,
Acquisitions, Loans, Advances and Guaranties.  The
Borrower will not, nor will it permit any Material Subsidiary of the Borrower
to, directly or indirectly, make, retain or have outstanding any investments
(whether through purchase of stock or obligations or otherwise) in, or loans or
advances to, any other Person, or acquire all or any substantial part of the
assets or business of any other Person or division thereof, or be or become
liable as endorser, guarantor, surety or otherwise 

       

      
        
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      (such as
liability as a general partner) for any debt, obligation or undertaking of any
other Person, or otherwise agree to provide funds for payment of the obligations
of another, or supply funds thereto or invest therein or otherwise assure a
creditor of another against loss, or apply for or become liable to the issuer of
a letter of credit which supports an obligation of another, or subordinate any
claim or demand it may have to the claim or demand of any other Person
(cumulatively, all of the foregoing “Investments”); provided, however, that the
foregoing provisions shall not apply to nor operate to prevent:

       

               (a)        
 
ICC
Permitted Investments;

       

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

       

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

       

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

       

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

       

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

       

              
(g)                     Investments in Persons
engaged in substantially the same lines of business as the Borrower or any of
its Subsidiaries so long as, unless consented to by the Required Lenders, (i) no
downgrade in the S&P Rating or Moody’s Rating would occur as a result of the
consummation of such Investment, (ii) if such Investment is for the purpose of
acquiring another Person, the Board of Directors (or similar governing body) of
such Person being acquired has approved being so acquired, and (iii) no Default
or Event of Default has occurred and is continuing at the time of, or would
occur as a result of, such Investment;

       

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

       

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

       

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

       

               (a)      the
Obligations;

       

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

       

      Section
7.15       Leverage
Ratio.  The
Borrower will cause Nicor not to permit the ratio of Nicor’s Consolidated
Indebtedness to Nicor’s Capital to exceed 0.70 to 1.00 at the end of any fiscal
quarter.

       

      For the
purposes of the calculation of the ratio of Nicor’s Consolidated Indebtedness to
Nicor’s Capital, (1) any non-cash effects resulting from adoption of the
proposed “Statement of Financial Accounting Standards dated March 31, 2006:
Employers’ Accounting for Defined Pension and other Postretirement Plans, an
amendment of FASB Statements No. 87, 88, 106, and 132(R)” shall be excluded; (2)
any hybrid equity securities, meaning any securities issued by Nicor and/or its
subsidiaries or a financing vehicle of Nicor and/or its subsidiaries that (i)
are classified as possessing a minimum of “intermediate equity content” by
S&P, Basket C equity credit by Moody’s, and 50% equity credit by Fitch and
(ii) require no repayments or prepayments and no mandatory redemptions or
repurchases, in each case, prior to at least 91 days after the later of the
termination of the Commitments and the repayment in full of the Loans and all
other amounts due under this Agreement, shall be excluded from Nicor’s
Consolidated Indebtedness and (3) any mandatorily convertible securities,
meaning any mandatorily convertible equity-linked securities issued by Nicor
and/or its subsidiaries, so long as the terms of such securities require no
repayments or prepayments and no mandatory redemptions or repurchases, in each
case prior to at least 91 days after the later of the termination of the
Commitments and the repayment in full of the Loans and all other amounts due
under the this Agreement, shall be excluded from Nicor’s Consolidated
Indebtedness.

       

      
        
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      Section
7.16        [Intentionally
Omitted].

       

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

       

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

       

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

       

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

       

      Section
7.18       No
Negative Pledges.  Except
as set forth on Schedule 7.17, the Borrower will not, and will not permit any of
its Material Subsidiaries to enter into or suffer to exist any agreement (except
the Credit Documents) prohibiting the creation or assumption of any security
interest upon its properties or assets, whether now owned or hereafter acquired
by the Borrower or Material Subsidiary, as applicable; provided, however, in the
case of a consensual Lien on assets or property that is permitted pursuant to
Section 7.9, the Lien holder may, solely with respect of the assets or property
to which such Lien attaches, contract for and receive a negative pledge with
respect thereto and the proceeds thereof.

       

      Section
7.19       Transactions
with Affiliates.  The
Borrower will not, nor will it permit any of its Subsidiaries to, enter into or
be a party to any material transaction or arrangement with any Affiliate of such
Person, including without limitation, for purchase from, sale to or exchange of
Property with, for merger or consolidation with or into, or the rendering of any
service by or for, any Affiliate, except (i) pursuant to the reasonable
requirements of the Borrower’s or such Subsidiary’s business and upon terms no
less 

       

      
        
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      favorable
to the Borrower or such Subsidiary than could be obtained in a similar
transaction involving a third-party, (ii) any ICC Regulated Transaction, (iii)
to the extent such material transaction or arrangement would not result in a
Material Adverse Effect, or (iv) as otherwise permitted in this
Agreement.

       

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

       

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

       

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

       

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

       

      
        	
                SECTION
      8.  

              	 	
                EVENTS
      OF DEFAULT AND REMEDIES.

              


      

       

      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;

       

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

       

       

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

       

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

       

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

       

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

       

      
        
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      (vi) fail
to contest in good faith any appointment or proceeding described in Section
8.1(g) hereof;

       

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

       

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

       

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

       

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

       

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

       

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

       

      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 

       

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

       

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

       

      
        	
                SECTION
      9.

              	 	
                CHANGE
      IN CIRCUMSTANCES; TAXES.

              


      

       

      
        
        

      

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

       

      Section
9.2     Unavailability
of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR.

       

      If on or
prior to the first day of any Interest Period for any Borrowing of Eurodollar
Loans:

       

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

      

       

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

       

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

       

      Section
9.3         
Increased 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 Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such additional
costs incurred or reduction suffered.

       

      
        
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      (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 Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender’s holding company for any such reduction suffered.

       

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

       

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

       

      Section
9.4      Taxes.

       

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

       

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

       

      (c)
     Indemnification by the
Borrower.  The Borrower severally shall indemnify the
Administrative Agent and each Lender within 10 days after demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) arising in connection with payments made by the Borrower
hereunder or under any other 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 Borrower by a
Lender (with a copy to the Administrative Agent), or by the Administrative Agent
on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.

       

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

       

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

       

      Each
Lender and Administrative Agent that is a United States person as defined in
Section 7701(a)(30) of the Code (each a “U.S. Lender”) shall provide
prior to or on the Closing Date (or on or prior to the date it becomes a party
to this Agreement) to Borrower and, if applicable, the Administrative Agent, a
properly completed and executed IRS Form W-9 (certifying that such U.S. Lender
is entitled to an exemption from United States backup withholding tax) or any
successor form.  Solely for purposes of this Section 9.4(e), a U.S.
Lender shall not include a Lender or Administrative Agent that may be treated as
an exempt recipient based on the indicators described in Treasury 

       

      
        
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      Regulation
Section 1.6049-4(c)(1)(ii).  In addition, any Lender, if requested by
the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrower or the
Administrative Agent as will enable the Borrower or the Administrative Agent to
determine whether or not such Lender is subject to backup withholding or
information reporting requirements.

       

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

       

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

       

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

       

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

       

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

       

      (f) 
     Treatment of Certain
Refunds.  If the Administrative Agent or a Lender determines,
in its reasonable discretion, that it has received a refund of any Taxes or
Other Taxes as to which it has been indemnified by the Borrower or with respect
to which the Borrower has paid additional amounts pursuant to this Section
9.4(f), it shall pay to the Borrower an amount equal to such refund (but only to
the extent of indemnity payments made, or additional amounts paid, by the
Borrower under this Section with respect to the Taxes or Other Taxes giving rise
to such refund), net of all out-of-pocket expenses of the Administrative Agent
or such Lender, as the case may be, and without 

       

      
        
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      interest
(other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided that the Borrower,
upon the request of the Administrative Agent or such Lender, agrees to repay the
amount paid over to the Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent or
such Lender in the event the Administrative Agent or such Lender is required to
repay such refund to such Governmental Authority.  This paragraph
shall not be construed to require the Administrative Agent or any Lender to make
available its tax returns (or any other information relating to its taxes which
it deems confidential) to the Borrower or any other Person.

       

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

       

      Section
9.5      Mitigation
Obligations; Replacement of Lenders.

       

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

       

      (b)
     Replacement of
Lenders.  If (i) any Lender requests compensation under Section
9.3, (ii) the Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section
9.4, or (iii) any Lender becomes a Defaulting Lender, then the Borrower may, at
its expense and effort or, in the case of an assignment from a Defaulting
Lender, at the expense of such Defaulting Lender, upon notice to such Lender and
the Administrative Agent, require 

       

      
        
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      such
Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 11.8), all
of its interests, rights and obligations under this Agreement and the related
Credit Documents to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment); provided that:

       

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

       

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

       

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

       

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

       

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

       

      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 Borrower 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
Borrower, 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.

       

      
        
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                SECTION
      10.  

              	 	
                THE
      AGENT.

              


      

       

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

       

      Section 10.2     
     Rights
as a Lender.  The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.

       

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

       

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

       

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

       

      
        
          
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      shall be
fully justified in using its reasonable discretion in failing to take or in
taking any action hereunder and thereunder, and

       

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

       

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

       

      The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Credit Document, (ii) the contents
of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein
or therein or the occurrence of any Default or Event of Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any
other Credit Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in this Agreement, other than to confirm
receipt of items expressly required to be delivered to the Administrative
Agent.

       

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

       

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

       

      Section
10.6       Resignation
of Administrative Agent.  The
Administrative Agent may at any time give notice of its resignation to the
Lenders and the Borrower.  Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with the
Borrower (and so long as no Event of Default shall have occurred and be
continuing, with the consent of the Borrower), to appoint a successor, which
shall be a bank with an office in Chicago, Illinois or New York, New York, or an
Affiliate of any such bank with an office in Chicago, Illinois, or New York, New
York.  If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may on behalf of the Lenders appoint a successor
Administrative Agent meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Borrower and the Lenders that no such
successor is willing to accept such appointment, then such resignation shall
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 Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed among the Borrower and such
successor.  After the retiring Administrative Agent’s resignation
hereunder and under the other Credit Documents, the provisions of this Section
10.6 and Section 11.11 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while the
retiring Administrative Agent was acting as Administrative Agent.

       

      
        
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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 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 

       

      
        
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      Agreement
and the other Credit Documents and the payment of the Loans and all other
Obligations.

       

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

       

      (b)
     If any
Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or
other obligations hereunder resulting in such Lender’s receiving payment of a
proportion of the aggregate amount of its Loans and accrued interest thereon or
other such obligations greater than its Percentage thereof as provided herein,
then the Lender receiving such greater proportion shall notify the
Administrative Agent of such fact and purchase (for cash at face value)
participations in the Loans and such other obligations of the other Lenders, or
make such other adjustments as shall be equitable, so that all such payments
shall be shared by the Lenders ratably in accordance with their Percentages and
other amounts owing them; provided that:

       

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

       

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

       

      
        
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      to the
Borrower or any Subsidiary thereof (as to which the provisions of this paragraph
shall apply).

       

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

       

      Section
11.6        Notices.

       

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

       

                (i)
     if to the
Borrower, to:

       

      1844
Ferry Road; Naperville, IL  60563

      Attention:  Treasurer

      Fax:  630-983-3810

      Confirm
No.:  630-388-2800

       

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

       

      With
copies of all such notices to:

       

      JPMorgan
Chase Bank, N.A.

      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 

       

      
        
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      communications
to the extent provided in paragraph (b) below, shall be effective as provided in
said paragraph (b).

       

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

       

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

       

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

       

      Section
11.7        Counterparts;
Integration; Effectiveness; Electronic Execution.

       

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

       

      
        
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      of a
signature page of this Agreement by facsimile or other electronic means shall be
effective as delivery of a manually executed counterpart of this
Agreement.

       

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

       

      Section
11.8        Successors
and Assigns.

       

      (a)             
 Successors and Assigns
Generally.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that the Borrower may not assign
or otherwise transfer any of its rights or obligations hereunder (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
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in paragraph (d) of this Section and, to the
extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

       

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

       

               
(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


       

      
        
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      assigning
Lender subject to each such assignment (determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date) shall not be less than $5,000,000 (and the
remaining aggregate amount of the Commitment of such assigning Lender shall not
be less than $5,000,000 after giving effect to such assignment), unless each of
the Administrative Agent and, so long as no Default or Event of Default has
occurred and is continuing, the Borrower otherwise consents (each such consent
not to be unreasonably withheld or delayed);

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (e)             
 Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Sections 9.3 and 9.4 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower’s prior written consent.  A Participant that would
be a Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 9.4 unless the Borrower is notified of the 

       

      
        
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      participation
sold to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with Section 9.4 as though it were a Lender.

       

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

       

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

       

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

       

      
        
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               (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, (B)
require payments of principal or interest on the Loan received by the
Administrative 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 Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent (and fees and time charges for attorneys who may be
employees of the Administrative Agent) in accordance with the Fee Letters and
the Commitment Letter, in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Credit Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), and (ii) all out-of-pocket expenses incurred by the Administrative
Agent or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent or any Lender (and fees and time charges
for attorneys who may be employees of the Administrative Agent or any Lender),
in connection with the enforcement or protection of its rights in connection
with this Agreement and the other Credit Documents, including its rights under
this Section 11.11(a), or in connection with the Loans made hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans.

       

      (b)
              Indemnification by the
Borrower.  The Borrower shall indemnify the Administrative
Agent (and any sub-agent thereof) and each Lender, and each Related Party of any
of the foregoing Persons (each such Person being called an “Indemnitee”) against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,


       

      
        
          67

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      (d)         
     Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable
law, Borrower shall not assert, and 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 

       

      
        
          68

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      with this
Agreement or the other Credit Documents or the transactions contemplated hereby
or thereby.

       

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

       

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

       

      Section
11.13     Governing
Law; Jurisdiction; Etc.

       

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

       

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

       

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

       

      
        
          69

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       will
affect the right of any party hereto to serve process in any other manner
permitted by applicable law.

       

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

       

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

       

      For
purposes of this Section, “Information” means all
information received from the Borrower or any of its Subsidiaries relating to
the Borrower or any of its Subsidiaries or any of their respective businesses,
other than any such information that is available to the Administrative Agent or
any Lender on a non-confidential basis prior to disclosure by the Borrower;
provided that, in the
case of information received from the Borrower after 

       

      
        
          70

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      the date
hereof, such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section 11.15 shall be considered to have
complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

       

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

       

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

       

      -
Remainder of Page Intentionally Left Blank -

      [Signature
Page Follows]

       

      
        
          71

        

        
           


          
            

          

        

        
           


        

      


      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

      



      
        
          
            364-DAY
FACILITY AGREEMENT SIGNATURE PAGE

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      JPMORGAN
CHASE BANK, N. A.,

      in its
individual capacity as a Lender and as 

      Administrative
Agent

       

      By: /s/ JENNIFER FITZGERALD

      Name:
Jennifer Fitzgerald

      Title:
Associate

       


      
        
          
            364-DAY
FACILITY AGREEMENT SIGNATURE PAGE

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      ABN
AMRO BANK N.V.

       

      By: /s/ SCOTT DONALDSON

      Name:
Scott Donaldson

      Title:
Director

       

      
        By: /s/ TODD VAUBEL

        Name:
Todd Vaubel

        Title:
Vice President


      

       

      
        
          
            364-DAY
FACILITY AGREEMENT SIGNATURE PAGE

          

           


        

        
           


          
            

          

        

        
           


        

      

      
         

        U.S.
BANK, NATIONAL ASSOCIATION

         

        By: /s/ JAMES N. DEVRIES

        Name:
James N. DeVries

        Title:
Senior Vice President

      

      



      
        
          
            364-DAY
FACILITY AGREEMENT SIGNATURE PAGE

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      
        THE
BANK OF TOKYO-MITSUBISHI UFJ, LTD.

         

        By: /s/ CHI-CHENG CHEN

        Name:
Chi-Cheng Chen

        Title:
Authorized Signatory

         

      


      
        
          
            364-DAY
FACILITY AGREEMENT SIGNATURE PAGE

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      WACHOVIA
BANK, N.A.

       

      By: /s/ SHAWN YOUNG

      Name:
Shawn Young

      Title:
Director

       


      
        
          
            364-DAY
FACILITY AGREEMENT SIGNATURE PAGE

          

           


        

        
           


          
            

          

        

        
           


        

      


      BANK
OF AMERICA, N.A.

       

      By: /s/ CARLOS MORALES

      Name:
Carlos Morales

      Title:
Vice President

       


      
        
          
            364-DAY
FACILITY AGREEMENT SIGNATURE PAGE

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      SUNTRUST
BANK

       

      By: /s/ ANDREW JOHNSON

      Name:
Andrew Johnson

      Title:
Director

       


      
        
          
            364-DAY
FACILITY AGREEMENT SIGNATURE PAGE

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      THE
NORTHERN TRUST COMPANY

       

      By: /s/ JOHN LASCODY

      Name:
John Lascody

      Title:
Second Vice President

       


      
        
          
            364-DAY
FACILITY AGREEMENT SIGNATURE PAGE

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      THE
BANK OF NOVA SCOTIA


       

      By: /s/ THANE RATTEW

      Name:
Thane Rattew

      Title:
Managing Director

       


      
        
          
            364-DAY
FACILITY AGREEMENT SIGNATURE PAGE

          

           


        

        
           


          
            

          

        

        
           


        

      

      
         

        HSBC
BANK USA, N.A.

         

        By: /s/ ANDREW BICKER

        Name:
Andrew Bicker

        Title:
Vice President

         


        
          
            
              364-DAY
FACILITY AGREEMENT SIGNATURE PAGE

            

             


          

          
             


            
              

            

          

          
             


          

        

      

      


      FIFTH
THIRD BANK (CHICAGO),

      A
MICHIGAN BANKING CORPORATION

       

      By: /s/ KIM PUSZCZEWICZ

      Name: Kim
Puszczewicz

      Title:
Vice President

       


      
        
          
            364-DAY
FACILITY AGREEMENT SIGNATURE PAGE

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      SEAWAY
BANK AND TRUST COMPANY

       

      By: /s/ ARLENE WILLIAMS

      Name:
Arlene Williams

      Title:
Executive Vice President

       


      
        
          
            364-DAY
FACILITY AGREEMENT SIGNATURE PAGE

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      PROMISSORY
NOTE

       

      May ___,
2009

       

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

       

      This Note
is one of the Notes referred to in the Credit Agreement dated as of May 11,
2009, among Northern Illinois Gas Company, JPMorgan Chase Bank, N.A., as
Administrative Agent and the other financial institutions party thereto (the
“Credit Agreement”),
and this Note and the holder hereof are entitled to all the benefits provided
for thereby or referred to therein, to which Credit Agreement reference is
hereby made for a statement thereof.  All defined terms used in this
Note, except terms otherwise defined herein, shall have the same meaning as in
the Credit Agreement.  This Note shall be governed by and construed in
accordance with the laws of the State of New York.

       

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

       

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

       

      -
Remainder of Page Intentionally Left Blank -

      [Signature
Page Follows]


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


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

       

      NORTHERN
ILLINOIS GAS COMPANY, 

      an
Illinois corporation

       

      By:                                                                

      Name:                                                                

      Title:                                  
                             


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      EXHIBIT
B

       

      COMPLIANCE
CERTIFICATE

       

      This
Compliance Certificate is furnished to JPMorgan Chase Bank, N.A., as
Administrative Agent pursuant to the 364-Day Credit Agreement dated as of May
11, 2009, among Northern Illinois Gas Company, an Illinois corporation (the
“Borrower”), JPMorgan
Chase Bank, N.A., as Administrative Agent and the financial institutions party
thereto (as amended, supplemented or otherwise modified from time to time, the
“Credit
Agreement”).  Unless otherwise defined herein, the terms used
in this Compliance Certificate have the meanings ascribed thereto in the Credit
Agreement.

       

      THE
UNDERSIGNED HEREBY CERTIFIES THAT:

       

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

       

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

       

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

       

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

       

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

       

                                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                                                         
 

       

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


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      SCHEDULE
1 TO COMPLIANCE CERTIFICATE

       

      Compliance
Calculations for Credit Agreement

       

      CALCULATION
AS OF ________  __,200_

       

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              A.           Leverage
      Ratio (Section 7.15)

                                                            	 
      	 
      
	
                                                              1.           Consolidated
      Net Worth

                                                            	
                                                                
      $                                                            
                   

                                                            	 
      
	
                                                              2.           Consolidated
      Indebtedness

                                                            	
                                                                
      $            
                                                       
                  

                                                            	 
      
	
                                                              3.           Capital
      (Line A1 plus Line A2)

                                                            	
                                                                
      $                                                            
                      

                                                            	 
      
	
                                                              4.           Leverage
      Ratio

                                                            	
                                                                                                     
      :1.00

                                                            	
                                                              (ratio
      of Line A2 to Line A3 not to exceed 0.70:1.00)

                                                            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
C

       

      ASSIGNMENT
AND ASSUMPTION

       

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

       

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

       

      
        	
                1.

              	
                Assignor:

              	                                                          
           


      

       

      
        	
                2.

              	
                Assignee:

              	                                                           
          


      

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

      

       

      
        	
                3.

              	
                Borrower:
      Northern Illinois Gas Company

              


      

       

      
        	
                4.

              	
                Administrative
      Agent: 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 May 11, 2009 among Northern
      Illinois Gas Company, the Lenders parties thereto, and JPMorgan Chase
      Bank, N.A., as Administrative
Agent.

              


      

       

      
        	
                6.

              	
                Assigned
      Interest:

              


      

       

      
        
          
            
              
                
                  	
                          Amount
      of Commitment/Loans of Assignor prior to [Effective] [Trade]
      Date

                        	
                          Amount
      of Commitment/Loans of Assignee prior to [Effective] [Trade]
      Date

                        	
                          Amount
      of Commitment/Loans Assigned

                        	
                          Amount
      of Commitment/Loans of Assignor after [Effective] [Trade]
    Date

                        	
                          Amount
      of Commitment/Loans of Assignee after [Effective] [Trade]
    Date

                        
	
                           $

                        	
                           $

                        	
                           $

                        	
                           $

                        	
                           $

                           

                        


                

              

            

          

        

      

       

      
        	
                [7.

              	
                Trade
      Date: 

              	
                                                                                             ]2

              


      

       

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

       

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

       

      ASSIGNOR

      


      [NAME OF
ASSIGNOR]

      


      


      By:                                                
     
             

      Title:

      


      


      


      ASSIGNEE

      


      [NAME OF
ASSIGNEE]

      


      


      By:                                                                

      Title:

      


      
                                                                
       
          
            	
                    2

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

                  


          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      [Consented
to and]3Accepted:

       

      JPMORGAN
CHASE BANK, N.A., as

      Administrative
Agent

       

      By:                                                                

      Title:

      


       

      [Consented
to:]4

       

      NORTHERN
ILLINOIS GAS COMPANY

       

      By:                                                                

      Title:

      
 

                                                              
        

         

        
          	
                  3

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

                


        

          

      

      
        
          	
                  4

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

                


        

        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

      

      ANNEX
1 to Assignment and Assumption

       

      STANDARD
TERMS AND CONDITIONS FOR

      ASSIGNMENT
AND ASSUMPTION

       

      1.            
Representations and
Warranties.

       

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

       

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

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
D

      FORM
OF NOTICE OF

      BORROWING

       

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

        for
the Lenders parties

        to
the Credit Agreement

        referred
to below

      10 S.
Dearborn, Floor 7

      Mail Code
IL1-0010

      Chicago,
IL 60603

      


       

      


       

      


       

      [Date]

       

      Attention:                            Maribel
Lorenzo

       

      Email:                                   
maribel.x.lorenzo@jpmchase.com

       

      phone:                                 
(312) 732-5548

       

      Fax:                                      
(312) 385-7096

       

      


       

      Ladies
and Gentlemen:

       

      The
undersigned, Northern Illinois Gas Company, refers to the Credit Agreement,
dated as of May 11, 2009 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”, the terms
defined therein being used herein as therein defined), among the Borrower, the
Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent
for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section
2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing
under the Credit Agreement, and in that connection sets forth below the
information relating to such Borrowing (the “Proposed Borrowing”) as
required by Section 2.4(a) of the Credit Agreement:

       

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

       

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

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      Very
truly yours,

      


      NORTHERN
ILLINOIS GAS COMPANY

      


      


      


      By                                                                

      Title:

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
1

       

      PRICING
GRID

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    If
      the Level Is

                                  	
                                    The
      Commitment Fee Rate is:

                                  	
                                    The
      percentage of the CDX Index is:

                                  	
                                    The
      applicable Floor Rate is:

                                  
	
                                     
      Level I Status

                                  	
                                    .100%

                                  	
                                    50%
      of CDX

                                  	
                                    1.50%

                                  
	
                                     
      Level II Status

                                  	
                                    .125%

                                  	
                                    65%
      of CDX

                                  	
                                    1.75%

                                  
	
                                     
      Level III Status

                                  	
                                    .150%

                                  	
                                    80%
      of CDX

                                  	
                                    2.00%

                                  
	
                                     
      Level IV Status

                                  	
                                    .200%

                                  	
                                    90%
      of CDX

                                  	
                                    2.25%

                                  
	
                                     
      Level V Status

                                  	
                                    .250%

                                  	
                                    100%
      of CDX

                                  	
                                    2.50%

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


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

       

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


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        SCHEDULE
2

         

        COMMITMENTS

        


         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Lender

                                      	
                                        Total
      Allocation

                                      
	
                                         
      JPMorgan Chase Bank, N.A.

                                      	
                                        $82,000,000

                                      
	
                                         
      ABN Amro Bank N.V.

                                      	
                                        $82,000,000

                                      
	
                                         
      U.S. Bank, National Association

                                      	
                                        $71,000,000

                                      
	
                                         
      The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch

                                      	
                                        $62,000,000

                                      
	
                                         
      Wachovia Bank, N.A.

                                      	
                                        $52,000,000

                                      
	
                                         
      Bank of America, N.A.

                                      	
                                        $45,000,000

                                      
	
                                         
      SunTrust Bank

                                      	
                                        $45,000,000

                                      
	
                                         
      The Northern Trust Company

                                      	
                                        $45,000,000

                                      
	
                                         
      The Bank of Nova Scotia

                                      	
                                        $30,000,000

                                      
	
                                         
      HSBC Bank USA, N.A.

                                      	
                                        $20,000,000

                                      
	
                                         
      Fifth Third Bank (Chicago), a Michigan Banking Corporation

                                      	
                                        $10,000,000

                                      
	
                                         
      Seaway Bank and Trust Company

                                      	
                                        $6,000,000

                                      
	
                                         
       

                                      	 
      
	
                                        Total

                                      	
                                        $550,000,000.00

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        


        

          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

      

      


      SCHEDULE
4

       

      ADMINISTRATIVE
AGENT’S NOTICE AND PAYMENT INFORMATION

       

      Part
A

      JPMorgan
Chase Bank, N.A.

      ABA/Routing
No.: 021000021

      Account
Name: Loan Processing DP

      Account
No.: 9008113381C2888

      Attention:
Maribel Lorenzo

      


      Part B –
Notices

       

      JPMorgan
Chase Bank, N.A.

      10 S.
Dearborn, Floor 7

      Mail Code
IL1-0010

      Chicago,
IL 60603

      Attn:
Maribel Lorenzo

      Email:
maribel.x..lorenzo@jpmchase.com

      Phone
(312) 732-5548

      Fax:
(312) 385-7096

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
5.2

       

      MATERIAL
SUBSIDIARIES

       

      
        
          
            
              
                
                  	 
      	 
      	 
      	
                          Description of 

                          Subsidiary’s 

                          Authorized Capital 

                          Stock, if not wholly

                        
	
                          Subsidiary Name

                        	
                          State of Origin

                        	
                          Ownership

                        	
                          owned

                        
	
                          None.

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


                

              

            

          

        

      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
6.1

       

      [None]

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
7.17

       

      RESTRICTIONS
ON DISTRIBUTIONS AND EXISTING NEGATIVE PLEDGES

       

      Refer to
(i) Nicor Gas Indenture as defined in Section 1 and (ii) the 5-Year Facility
Agreement as defined in Section 1.