364-DAY CREDIT AGREEMENT

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 , 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 ”).

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

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

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

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

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

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

“ Applicable Margin ” means 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

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

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)

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

 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.

“ 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.

“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

“ 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’

“ 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

“ 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.

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

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

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

“ PBGC ” means the Pension Benefit Guaranty Corporation.

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

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

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

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

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

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

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

“ Required Lenders ” means, as of the date of determination thereof, Lenders holding in the aggregate at least a majority in interest of the then aggregate unpaid principal amount of the Loans owing to Lenders, or, if no such principal amount is then outstanding, Lenders having at least a majority in interest of the Commitments.

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

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

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

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

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

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

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

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

“ Telerate Service ” means the Moneyline Telerate, Inc.

“ 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.

“ 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) ½ 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

“ 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:

“ 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

“ 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.

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.

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.

    (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.

    (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.

(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

(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

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).

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.

      (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.