Facility Assigned. Tranche [A][B][C] Aggregate Amount of Tranche [A][B][C] Commitment/Loans for all Lenders* Amount of Tranche [A][B][C] Commitment/Loans Assigned* Percentage Assigned of Tranche [A][B][C] Commitment/Loans4 Assignee’s Commitment Cap Commitment/Committed Loans being assigned US$_____________ US$______________ ______________% US$________________ * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 The reference to “Loans” in the table should be used only if the Credit Agreement provides for Term Loans. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [7. Trade Date: __________________]5 [8. UK Tax Confirmation: The Assignee confirms that the person beneficially entitled to interest payable to that Lender in respect of a Loan to TFSUK is either: (i) a company resident in the United Kingdom for United Kingdom tax purposes; or (ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment which brings into account interest payable in respect of that Loan in computing its chargeable profits (within the meaning given by section 19 of the UK CTA).]6

Facility Assigned. Tranche [A][B][C] Aggregate Amount of Tranche [A][B][C] Commitment for all Lenders* Amount of Tranche [A][B][C] Commitment Assigned* Percentage Assigned of Tranche [A][B][C] Commitment4 Assignee’s Commitment Cap Commitment being assigned US$__________________ US$______________ ______________% US$________________ [7. Trade Date:____________________ ]5 [8. UK Tax Confirmation: The Assignee confirms that the person beneficially entitled to interest payable to that Lender in respect of a Loan to TFSUK is either: (i) a company resident in the United Kingdom for United Kingdom tax purposes; or (ii) a company not so resident in the United Kingdom which carries on a trade in the United 4 Set forth, to at least 8 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Kingdom through a permanent establishment which brings into account interest payable in respect of that Loan in computing its chargeable profits (within the meaning given by section 19 of the UK CTA).]6

Examples of Facility Assigned in a sentence

Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans CUSIP Number __________ $_______________ $_______________ _______________% __________ $_______________ $_______________ _______________% __________ $_______________ $_______________ _______________% [7.
Assignor Assignee Facility Assigned Aggregate Amount of Loans for all Lenders Amount of Loans Assigned Percentage Assigned of Loans Xxxxxx Xxxxxxx Senior Funding, Inc.
Name of Assignor: Name of Assignee: Transfer Effective Date of Assignment: Credit Facility Assigned Aggregate Amount of Commitment/Loans under Credit Facility for all Lenders Amount of Commitment/Loans under Credit Facility Assigned .
Facility Assigned Aggregate Amount of Commitment (and related extensions of credit) for all Lenders Amount of Commitment (and related extensions of credit) Assigned Percentage Assigned of Commitment (and related extensions of credit)3 Revolving Credit Facility $ $ % Term Loan Facility $ $ % Each Assignee acknowledges the limitations on the rights of Lenders that are Affiliated Lenders set forth in the Credit Agreement, including in Sections 9.02 and 9.04 thereof.
Facility Assigned Aggregate Amount of Commitment/ Advances for all Lenders* Amount of Commitment/ Advances Assigned* Percentage Assigned of Commitment/ Advances1 Revolving Credit $________________ $________________ ______________% [7.

More Definitions of Facility Assigned

Facility Assigned. Tranche [A][B] Aggregate Amount of Tranche [A][B] Commitment/Loans for all Lenders* Amount of Tranche [A][B] Commitment/Loans Assigned* Percentage Assigned of Tranche [A][B] Commitment/Loans3 Assignee’s Commitment Cap Commitment/Committed Loans being assigned US$_____________ US$______________ ______________% US$________________ [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

Facility Assigned. Tranche [A][B] Aggregate Amount of Tranche [A][B] Commitment for all Lenders* Amount of Tranche [A][B] Commitment Assigned* Percentage Assigned of Tranche [A][B] Commitment2 Assignee’s Commitment Cap Commitment being assigned US$_____________ US$______________ ______________% US$________________ [7. Trade Date: __________________]3 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Assignment and Assumption 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: Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: _________________________________ Title: [Consented to:]5 By: _________________________________ Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Facility Assigned set forth in section 7. 3 Amount to be inserted by the SPV upon submission to the Administrative Agent for effectiveness. This amount should be the aggregate amount of loans (the “Loans”) for all Lenders under the applicable facility as of the Effective Date. While the amount set forth in section 7 lists the aggregate amount of the Loans for all Lenders as of the Participation Date, such outstanding amounts could change over time as the Borrower prepays or repays principal or as certain interest payments are capitalized and added to the principal amount of the Loans, among other reasons (such increases or decreases to the principal amount of the Loans, the “Principal Amount Adjustments”). The amount listed should reflect any such Principal Amount Adjustments following the Participation Date.

Facility Assigned. Principal Amount Assigned Applicable Percentage Assigned* ----------------- ------------------------- ------------------------------- The terms set forth above and in the Assignment and Acceptance to which this Schedule 1 is attached are hereby agreed to: [Consented to and ]#/ Accepted for the Recordation in the Register: ______________, as Assignor By:__________________________ Name: Title: BARCLAYS BANK PLC, As Administrative Agent and LC Bank By:___________________________ Name: Title: ______________, as Assignee By:___________________________ Name: Title: ------------------------ * If applicable. # To be completed only if consents are required under Section 11.04(b). [Consented to]: NISOURCE FINANCE CORP., As Borrower By:___________________________ Name: Title: EXHIBIT B FORM OF OPINION OF XXXXXX XXXXXX LLP SCHEDULE 2.01 (3-Year Credit Agreement) Names, Addresses, Allocation of Aggregate Commitment, and Applicable Percentages of Banks DOMESTIC LENDING EURODOLLAR APPLICABLE BANK NAME OFFICE LENDING OFFICE COMMITMENT PERCENTAGE --------- ------ -------------- ---------- ---------- Barclays Bank PLC 000 Xxxx Xxxxxx same $60,600,000 8.08% Xxx Xxxx, XX 00000 Credit Suisse First One Madison Avenue same $60,600,000 8.08% Xxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: Client Services Bank One, NA 1 Bank One Plaza same $45,600,000 6.08% Suite IL 1-0010 Xxxxxxx, XX 00000 Attn: Xxx Xxxxxx The Bank of Tokyo- 000 X. Xxxxxx Street same $45,600,000 6.08% Mitsubishi, Ltd., Xxxxx 0000 Xxxxxxx Xxxxxx Xxxxxxx, XX 00000 Citicorp USA, Inc. 000 Xxxxxxxxx Xxxxxx same $45,600,000 6.08% 00xx Xxxxx Xxx Xxxx, XX 00000 BNP Paribas 000 0xx Xxxxxx same $36,000,000 4.80% Xxx Xxxx, XX 00000 Commerzbank AG, Two World Financial same $36,000,000 4.80% New York and Center, 00xx Xxxxx Xxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Branches Deutsche Bank AG 00 Xxxx Xxxxxx same $36,000,000 4.80% Xxx Xxxx Xxxxxx Xxx Xxxx, XX 00000 Dresdner Bank A.G., 00 Xxxx Xxxxxx same $36,000,000 4.80% Xxx Xxxx xxx Xxx Xxxx, XX 00000 Grand Cayman Branches Xxxxxx Xxxxxxx 000 X. XxXxxxx Street same $36,000,000 4.80% Financing, Inc. Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxx KeyBank National 000 Xxxxxx Xxxxxx same $36,000,000 4.80% Association Xxxxxxxxx, XX 00000 DOMESTIC LENDING EURODOLLAR APPLICABLE BANK NAME OFFICE LENDING OFFICE COMMITMENT PERCENTAGE --------- ------ -------------- ---------- ---------- Mizuho Corporate 1251 Avenue of the same $36,000,000 4.80% Bank, Ltd., Americas Xxx Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 The...

Facility Assigned. (“Revolving Commitment”; the “Term Loan”) Aggregate Amount of Commitment/ Loans for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans1 Term Loan $ 270,000,000.00 $ 29,850,000.00 11.055555556 % Effective Date: Monday, August 11, 2008 The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. In the event that the Assignee is a Borrower or an Affiliate of a Borrower (collectively, a “Borrower Entity”), and for so long as any such Borrower Entity shall be a Lender under the Credit Agreement, such Borrower Entity agrees, for the benefit of the Administrative Agent and the other Lenders and in its capacity as a Lender under the Credit Agreement, that: (a) such Borrower Entity shall not be entitled to receive any additional amounts pursuant to Section 2.10(a), (b) or (c) of the Credit Agreement as compensation for increased costs or reductions in amounts receivable under the Credit Agreement; (b) such Borrower Entity shall not be entitled to receive compensation for any losses, expenses or liabilities pursuant to Section 2.11 of the Credit Agreement; (c) such Borrower Entity shall not be entitled to indemnification pursuant to Section 2.11(iv) of the Credit Agreement; (d) such Borrower Entity shall not be entitled to effect any set off rights under or pursuant to Section 12.2 of the Credit Agreement; and (e) for purposes of any proposed amendment, consent, waiver or other modification under the Credit Agreement, or any other vote, request, demand, authorization or direction under the Credit Agreement, such Borrower Entity shall be deemed at all times to be a Defaulting Lender. 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Facility Assigned. Tranche [A][B] Aggregate Amount of Tranche [A][B] Commitment/Loans for all Lenders* Amount of Tranche [A][B] Commitment/Loans Assigned* Percentage Assigned of Tranche [A][B] Commitment/Loans3 Assignee’s Commitment Cap Commitment/Committed Loans being assigned US$_____________ US$______________ ______________% US$________________ [7. Trade Date: __________________]4 * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

Facility Assigned definition

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