Northern Illinois Gas Co /Il/ /New/ Sample Contracts

DATED AS OF
Credit Agreement • November 5th, 2004 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission • New York
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SERIES DUE
Underwriting Agreement • July 20th, 2001 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission • Illinois
NORTHERN ILLINOIS GAS COMPANY $50,000,000
Underwriting Agreement • November 14th, 1995 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission
NORTHERN ILLINOIS GAS COMPANY $50,000,000 FIRST MORTGAGE BONDS 5.55% SERIES DUE DECEMBER 15, 2006
Northern Illinois Gas Co /Il/ /New/ • March 8th, 2002 • Natural gas transmission • Illinois
210-DAY CREDIT AGREEMENT DATED AS OF
Day Credit Agreement • November 5th, 2004 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission • New York
TO
Northern Illinois Gas Co /Il/ /New/ • July 20th, 2001 • Natural gas transmission
NORTHERN ILLINOIS GAS COMPANY $75,000,000 FIRST MORTGAGE BONDS 5 7/8% SERIES DUE AUGUST 15, 2008
Underwriting Agreement • October 31st, 2001 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission

Northern Illinois Gas Company, doing business as Nicor Gas Company (the "Company") proposes, subject to the terms and conditions stated herein and in the General Terms and Conditions of Underwriting Agreement in the form of Annex A hereto, a copy of which you have previously received, to issue and sell to you (the "Underwriter"), $75,000,000 aggregate principal amount of the Company's First Mortgage Bonds (the "Bonds"). All of the provisions of such General Terms and Conditions of Underwriting Agreement are incorporated herein by reference in their entirety, and shall be deemed to be a part of this Underwriting Agreement to the same extent as if such provisions had been set forth in full herein. Unless otherwise defined herein, terms defined in the General Terms and Conditions of Underwriting Agreement are used herein as therein defined.

5 YEAR
Credit Agreement • November 4th, 2005 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission • New York
SCHEDULES
Assignment and Assumption • May 3rd, 2010 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission • New York

364-DAY CREDIT AGREEMENT, dated as of April 23, 2010 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”).

CREDIT AGREEMENT among NORTHERN ILLINOIS GAS COMPANY, as Borrower, The Several Lenders from Time to Time Parties Hereto, SUNTRUST BANK as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. as...
Credit Agreement • December 15th, 2011 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission • New York

CREDIT AGREEMENT (this “Agreement”), dated as of December 15, 2011, among NORTHERN ILLINOIS GAS COMPANY, an Illinois corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), SUNTRUST BANK (“SunTrust”), as administrative agent (in such capacity, the “Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo Bank”) and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. (“BTMU”), as co-syndication agents (in such capacity, the “Co-Syndication Agents”), and JPMORGAN CHASE BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION, as co-documentation agents (in such capacity, the “Co-Documentation Agents”).

210-DAY CREDIT AGREEMENT DATED AS OF
Day Credit Agreement • November 4th, 2005 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission • New York
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364-DAY CREDIT AGREEMENT DATED AS OF APRIL 19, 2011 AMONG NORTHERN ILLINOIS GAS COMPANY, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, JPMORGAN CHASE BANK, N.A., as Administrative Agent, THE ROYAL BANK OF SCOTLAND PLC and WELLS...
Assignment and Assumption • May 4th, 2011 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission • New York

364-DAY CREDIT AGREEMENT, dated as of April 19, 2011 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”).

MEMORANDUM OF AGREEMENT REACHED (Corrected 3/17/09) IN COLLECTIVE BARGAINING – MARCH 11, 2009
Memorandum of Agreement • April 17th, 2009 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission
AMENDMENT NO. 1 TO
Credit Agreement • May 4th, 2011 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission • New York

THIS AMENDMENT NO. 1 TO 3 YEAR CREDIT AGREEMENT (this “Amendment”), dated as of April 19, 2011, is made by and among NORTHERN ILLINOIS GAS COMPANY, an Illinois corporation (“Nicor Gas”), NICOR INC., an Illinois corporation (“Nicor”), the Required Lenders signatory hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) for the Lenders.

CREDIT AGREEMENT DATED AS OF APRIL 23, 2010 AMONG NORTHERN ILLINOIS GAS COMPANY and NICOR INC., as Borrowers, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, JPMORGAN CHASE BANK, N.A., as Administrative Agent, RBS SECURITIES INC. and WELLS FARGO...
Credit Agreement • May 3rd, 2010 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission • New York

CREDIT AGREEMENT, dated as of April 23, 2010 among Northern Illinois Gas Company, an Illinois corporation (“Nicor Gas”), Nicor Inc., an Illinois corporation (“Nicor”; Nicor Gas and Nicor are each referred to herein as a “Borrower” and collectively as the “Borrowers”), the financial institutions from time to time party hereto (each a “Lender,” and collectively the “Lenders”), and JPMorgan Chase Bank, N.A. in its capacity as agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).

SECOND AMENDMENT TO THE 5-YEAR CREDIT AGREEMENT
Credit Agreement • November 1st, 2006 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission • New York

This amendment (the "Amendment"), dated as of October 26, 2006, is entered into by and among NORTHERN ILLINOIS GAS COMPANY and NICOR INC. (each, a "Borrower" and collectively, the "Borrowers"), JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (in such capacity, the "Administrative Agent"), and certain of the lenders constituting the Required Lenders (as defined in the 5-Year Credit Agreement, defined below).

AMENDMENT NO. 2 TO THE INTERIM COOPERATIVE AGREEMENT
Interim Cooperative Agreement • May 3rd, 2006 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission

Commonwealth Edison Company (“Edison”), an Illinois corporation, and Nicor Gas (“Nicor”) (formerly known as Northern Illinois Gas Company), an Illinois corporation, (collectively, “Utilities”) hereby modify their Interim Cooperative Agreement of October 28, 1993, as amended, (“Agreement”) by entering into this Amendment No. 2 (“Amendment”) to the Agreement.

MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • July 31st, 2007 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission

This Memorandum of Understanding (“MOU”) is entered into this 20th day of July, 2007, by and between Northern Illinois Gas Company d/b/a Nicor Gas Company (“Nicor”) and Commonwealth Edison Company (“ComEd”) (collectively, the “Utilities”) to reflect the agreement, in principle, entered into by Nicor and ComEd concerning allocation of certain costs relating to the remediation of particular manufactured gas plant sites (“Sites”) in Illinois.

AMENDMENT NO. 1 TO THE INTERIM COOPERATIVE AGREEMENT
Interim Cooperative Agreement • May 3rd, 2006 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission

Commonwealth Edison Company (“Edison”), an Illinois corporation, and Northern Illinois Gas Company (“NI-Gas”), an Illinois corporation, (collectively, “Utilities”) hereby modify their Interim Cooperative Agreement of October 28, 1993 (“Agreement”) by entering into this Amendment No. 1 (“Amendment”) to the Agreement.

CREDIT AGREEMENT DATED AS OF
Credit Agreement • November 3rd, 2008 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission • New York

9-MONTH CREDIT AGREEMENT, dated as of August 11, 2008 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”).

PREAMBLE
Agreement • February 24th, 2010 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission

This Agreement is made by and between Nicor Gas (hereinafter called the "Company") and Local Union 19 (hereinafter called the "Union") of the Inter­national Brotherhood of Electrical Workers. This Agreement shall be binding upon the parties and their respective successors and assigns. The parties hereto agree with each other as follows:

INTERIM COOPERATIVE AGREEMENT
Interim Cooperative Agreement • May 3rd, 2006 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission • Illinois
FINAL ALLOCATION AGREEMENT
Final Allocation Agreement • February 26th, 2008 • Northern Illinois Gas Co /Il/ /New/ • Natural gas transmission • Illinois

This Final Allocation Agreement (“Agreement”) is entered into this 3rd day of January, 2008, by and between Northern Illinois Gas Company d/b/a Nicor Gas Company (“Nicor”) and Commonwealth Edison Company (“ComEd”) (each a “Utility,”and collectively, the “Utilities”), to reflect the Utilities’agreement concerning the final allocation of certain costs relating to particular former manufactured gas plant (“MGP”) sites (“Sites”) in Illinois.

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