BRIDGE TERM LOAN CREDIT AGREEMENT

Exhibit 10.1

BRIDGE TERM LOAN CREDIT AGREEMENT

among

AGL RESOURCES INC.,

as Guarantor,

AGL CAPITAL CORPORATION,

as Borrower,

The Several Lenders

from Time to Time Parties Hereto,

GOLDMAN SACHS BANK USA

as Administrative Agent,

SUNTRUST BANK   and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Co-Syndication Agents,

and

BANK OF AMERICA, N.A. and

MORGAN STANLEY SENIOR FUNDING, INC.

as Co-Documentation Agents

Dated as of December 21, 2010

GOLDMAN SACHS BANK USA

as Sole Lead Arranger and Sole Bookrunner

SECTION 1.

DEFINITIONS

SECTION 2.

AMOUNT AND TERMS OF COMMITMENTS; LOANS

-i-

SECTION 3.

[ RESERVED ]

SECTION 4.

REPRESENTATIONS AND WARRANTIES

SECTION 5.

CONDITIONS PRECEDENT

-ii-

SECTION 6.

AFFIRMATIVE COVENANTS

SECTION 7.

NEGATIVE COVENANTS

-iii-

SECTION 8.

EVENTS OF DEFAULT

SECTION 9.

THE AGENT

SECTION 10.

MISCELLANEOUS

-iv-

BRIDGE TERM LOAN CREDIT AGREEMENT (this “ Agreement ”), dated as of December 21, 2010, among AGL RESOURCES INC., a Georgia corporation (“ Holdings ”), AGL CAPITAL CORPORATION, a Nevada corporation (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”), GOLDMAN SACHS BANK USA (“ GS Bank ”), as administrative agent (in such capacity, the “ Administrative Agent ”), SUNTRUST BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-syndication agents (in such capacity, the “ Co-Syndication Agents ”) and BANK OF AMERICA, N.A. and MORGAN STANLEY SENIOR FUNDING, INC., as co-documentation agents (in such capacity, the “ Co-Documentation Agents ”).

WHEREAS, in connection with the Transactions (as defined below), the Borrower has requested that the Lenders establish a $1,050,000,000 senior bridge term loan facility in favor of the Borrower; and

WHEREAS, subject to the terms and conditions of this Agreement, the Lenders, to the extent of their respective Commitments as defined herein, are willing severally to establish the requested senior bridge term loan facility in favor of the Borrower.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower, the Lenders and the Administrative Agent agree as follows:

1.1   Defined Terms .  As used in this Agreement, the terms listed in this Section  1.1 shall have the respective meanings set forth in this Section  1.1 .

“ ABR ”:  for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  ½ of 1% and (c) the Eurodollar Rate for a one month Interest Period plus  1.0%.  For purposes hereof, “ Prime Rate ” shall mean the rate of interest per annum as published from time to time by The Wall Street Journal .  Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ ABR Loans ”:  Loans the rate of interest applicable to which is based upon the ABR.

“ Acquisition ”: the acquisition of the Company by Holdings pursuant to the Merger Agreement.

 “ Administrative Agent ”:  GS Bank, in its capacity as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors and permitted assigns.

“ Affiliate ”:  as to any Person, any other Person that directly or indirectly is in Control of, is Controlled by, or is under common Control with, such Person.  For purposes of this definition, “Control” means the possession, direct or indirect, of the power to direct or to cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.  Notwithstanding the foregoing, neither the Administrative Agent nor any Lender shall be deemed an “Affiliate” of any Group Member.

“ Agent Parties ”:  as defined in Section  10.2(b) .

“ Agents ”:  the collective reference to the Administrative Agent, the Co-Syndication Agents and the Co-Documentation Agents.

“ Agreement ”:  as defined in the preamble hereto.

“ Applicable Margin ”:  for each Type of Loan outstanding on any day, the rate per annum set forth below opposite the Status Level in effect on such day:

provided that the Applicable Margin shall be subject to an increase of 0.25% as of the last day of each 90-day period after the Closing Date; provided , further , that at any time Holdings or any of its Subsidiaries has any obligations outstanding (whether funded or unfunded) under any other senior bank, senior bridge or similar senior debt facility (including, without limitation, the Existing Credit Agreement and the Existing Nicor Credit Agreements), the Applicable Margin shall be increased to be at least equal to the highest corresponding interest rates then in effect for such other bank, bridge or similar debt facility.

“ Approved Fund ”:  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 and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arranger ”:  GS Bank, in its capacity as Sole Lead Arranger and Sole Bookrunner.

“ Assets ”:  with respect to any Person, all or any part of its business, property and assets wherever situated.

“ Assignee ”:  as defined in Section  10.6(c ).

“ Assignment and Acceptance ”:  an Assignment and Acceptance, substantially in the form of Exhibit D .

“ Assignor ”:  as defined in Section  10.6(c ).

“ Benefited Lender ”:  as defined in Section  10.7(a ).

“ Board ”:  the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrower ”:  as defined in the preamble hereto.

“ Borrowing Date ”:  any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“ Business ”:  as defined in Section  4.16(b ).

“ Business Day ”:  a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close, provided , that with respect to notices and determinations in connection with, and payments of principal and interest on Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“ Capital Lease ”: any lease of property which, in accordance with GAAP, should be capitalized on the lessee’s balance sheet.

“ Capital Stock ”:  any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation (including, but not limited to, mandatorily convertible securities, trust preferred securities, hybrid equity securities and preferred stock), any and all equivalent ownership interests in a partnership, limited liability company or other Person (other than a corporation), and any and all warrants, rights or options to purchase any of the foregoing.

“ Cash Equivalents ”:  (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-l by S&P or P-l by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A2 by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

“ Change in Law ”:  the occurrence, after the date of this Agreement, of any of the following:  (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.  Notwithstanding anything to the contrary herein, it is understood and agreed that the Dodd–Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), all requests, rules, guidelines and directives relating thereto, all  interpretations and applications thereof and any compliance by a Lender with any request or directive relating thereto, shall, for the purposes of this Agreement, be deemed to be adopted subsequent to the date hereof.

 “ Closing Date ”:  the first date all the conditions precedent in Section  5.2 are satisfied or waived in accordance with Section  10.1 and the Loans are borrowed.

“ Closing Date Audited Financial Statements ”: as defined in Section 5.2(i)(i) .

“ Closing Date Specified Representations ”: the representations and warranties set forth in Section 4.3(a) , Sections 4.4(a) , 4.4(c) and 4.4(d) , the first sentence of Section 4.5 , Section 4.11 , the first sentence of Section 4.13 , Section 4.18 , and Section 4.21 .

“ Closing Date Unaudited Financial Statements ”: as defined in Section 5.2(i)(ii) .

“ Code ”:  the Internal Revenue Code of 1986.

“ Co-Documentation Agents ”:  as defined in the preamble hereto.

“ Commitment ”:  as to any Lender, the obligation of such Lender, if any, to make Loans in an aggregate principal amount not to exceed the amount set forth under the heading “ Commitment ” opposite such Lender’s name on Schedule 1.1 or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, pursuant to the terms hereof.

“ Commitment Letter ”: the Commitment Letter entered into as of December 6, 2010 between the Borrower and GS Bank.

“ Commitment Termination Date ”: the earliest to occur of (i) the consummation of the Merger, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) December 30, 2011 or, if the Marketing Period has not been completed on or before December 17, 2011, February 2, 2012 (but only to the extent the Initial Outside Date has been so extended); provided that if the Initial Outside Date has been extended to the Extended Outside Date pursuant to Section 7.1(b) of the Merger Agreement to a date not beyond July 2, 2012, then the date applicable under this clause (iii) shall be extended to such Extended Outside Date, in each case under this clause (iii), unless the Closing Date has occurred on or before such date.

“ Commonly Controlled Entity’ ”:  an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“ Communications ”:  as defined in Section  10.2(b) .

“ Company ”: Nicor Inc., an Illinois corporation.

“ Company Material Adverse Effect ”: any change, event or development that is materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, except to the extent that such change, event or development results from (and for the avoidance of doubt, any such change, event or development, to the extent resulting from the following, shall not be taken into account in determining whether there has been a Company Material Adverse Effect): (a) general economic or political, regulatory, financial, credit or capital market conditions, including interest rates or exchange rates, or any changes therein; (b) any change affecting any of the industries in which the Company and its Subsidiaries operate, including the international, national, regional or local wholesale or retail markets for natural gas or containerized shipping; (c) any change attributable to the execution of the Merger Agreement or the announcement or pendency of the transactions contemplated hereby, including any litigation resulting therefrom; (d) actions taken pursuant to the Merger Agreement or at the request of Holdings, in each case, with the consent of the Arranger; (e) acts of war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or terrorism or other international or national calamity; (f) any change in the market price for commodities; (g) any hurricane, earthquake, flood or other natural disasters or acts of God; (h) any change resulting from weather conditions or customer use patterns; (i) any adoptions, proposals, interpretations or changes in laws after the date hereof or any interpretation thereof by any governmental entity; (j) changes in GAAP after the date hereof or any interpretations thereof by any governmental entity; (k) any failure by the Company to meet any estimates of revenues, earnings, projections or other economic performance, whether published, internally prepared or provided to the Company and its Subsidiaries and each of their respective advisors, employees, officers, agents and other representatives; or (l) any change in the price or trading volume of the common stock of the Company on the NYSE or any other market in which such securities are quoted for purchase and sale or any suspension of trading in securities generally on any securities exchange on which any securities of the Company trade; provided , that with respect to clauses (a), (b), (e), (f), (g), (h), and (i), such changes and matters do not have a material and disproportionate adverse impact on the Company and its Subsidiaries, taken as a whole, as compared to the adverse impact such changes have generally on other persons operating in comparable industries (in the case of clauses (a), (b), (e), (f), (g), (h) and (i)) and/or in the comparable geographic region (in the case of clauses (e), (f), (g) and (h)) or in the comparable regulatory jurisdiction (in the case of clause (i)) as Holdings or its relevant Subsidiaries, and for the avoidance of doubt, for purposes of determining whether a Company Material Adverse Effect has occurred, only the disproportionate adverse impact on the Company and its Subsidiaries, taken as a whole shall be considered; provided , further , that with respect to clauses (k) and (l), it is understood that the facts and circumstances giving rise to such failure or change shall not be excluded from the determination of whether there has been an Company Material Adverse Effect if such facts and circumstances are not otherwise described in clauses (a)-(j) of this definition.

“ Company SEC Documents ”: all annual, quarterly and current reports on Form 10-K, Form 10-Q and Form 8-K, respectively, required to be filed with or furnished by the Company to the SEC pursuant to the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002 (together with any supplements, modifications and amendments thereto since the time of filing through the date hereof).

 “ Compliance Certificate ”:  a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B .

“ Consolidated Net Worth ”:  as of any date, the shareholders’ equity or net worth of Holdings and the other Group Members (including, but not limited to, the value of all Capital Stock, noncontrolling interests, accumulated other comprehensive income or loss component of shareholders’ equity (“ AOCI ”) and other equity accounts; but excluding AOCI items recorded in accordance with GAAP and related to any non-cash pension, other post-retirement benefits liability adjustments and accounting adjustments for hedges designated as cash flow hedges, which have not yet settled and for which Holdings and other Group Members have not funded required margin account cash collateral amounts), on a consolidated basis, as determined in accordance with GAAP except as otherwise noted above.

“ Consolidated Total Debt ”:  at any date, the aggregate principal amount of all Indebtedness of Holdings and the other Group Members at such date (excluding (A) Indebtedness of the type described in clause (k) of the definition of the term Indebtedness and (B) solely during the period prior to the Closing Date (as defined in the Merger Agreement) any Indebtedness incurred solely for the purpose of funding the Cash Consideration (as defined in the Merger Agreement) necessary to consummate the Merger; provided that (i) the proceeds of such Indebtedness have been deposited in escrow for the benefit of the holders or lenders of such Indebtedness pending consummation of the Merger (it being understood and agreed that such escrow, and any associated Lien relating thereto, shall not constitute a Lien for any purpose hereof), (ii) such escrow arrangement is reasonably satisfactory to the Administrative Agent and (iii) the aggregate principal amount of such Indebtedness does not exceed $1,050,000,000 at any time), determined on a consolidated basis in accordance with GAAP.

“ Continuing Directors ”:  the directors of Holdings on December 6, 2010 and each other director, if, in each case, such other director’s nomination for election to the board of directors of Holdings is recommended by at least a majority of the then Continuing Directors.

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

“ Co-Syndication Agents ”:  as defined in the preamble hereto.

“ Debtor Relief Laws ”:  the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“ Default ”:  any of the events specified in Section  8 , whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Defaulting Lender ”:  subject to Section 2.23(b) , any Lender that, as reasonably determined by the Administrative Agent (with notice to the Borrower of such determination), (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans, within three Business Days of the date required to be funded by it hereunder (excluding expense and similar reimbursements that are the subject of a good faith dispute), (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations (excluding expense and similar reimbursements that are the subject of a good faith dispute) or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after written request by the Administrative Agent, to confirm that it will comply with its funding obligations hereunder, which request may only be made after all conditions to funding have been satisfied; provided , that any such Lender shall cease to be a Defaulting Lender under this clause (c) upon receipt of such confirmation by the Administrative Agent, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such a Lender or any direct or indirect parent company thereof by a Governmental Authority.

 “ Disposition ”: with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof.  The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Dollars ” and “ $ ”:  dollars in lawful currency of the United States.

“ Duration Fee ”: as defined in Section 2.6(a) .

“ Effective Date :  the first date all the conditions precedent in Section  5.1 are satisfied or waived in accordance with Section  10.1 .

“ Effective Date Specified Representations ”: the representations and warranties set forth in Section 4.3(a) , and Sections 4.4(a) , 4.4(c) and 4.4(d) .

“ Eligible Assignee ”:  (A) Prior to the funding of the Loans on the Closing Date, (i) a Lender; (ii) an Affiliate of a Lender; and (iii) any other Person (other than a natural Person) approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and the Borrower (such approval not to be unreasonably withheld or delayed) and (B) after the funding of the Loans on the Closing Date, (i) a Lender; (ii) an Affiliate of a Lender; (iii) an Approved Fund; and (iv) any other Person (other than a natural Person) approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed).

“ Environmental Laws ”:  any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect.

“ Equity Interests ”: shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire such equity interest.

“ Equity-Linked Securities ”: any securities of the Guarantor, the Borrower or any of their Subsidiaries which are convertible into, or exchangeable for, equity securities of the Guarantor, the Borrower or such Subsidiary, including any securities issued by any of such Persons which are pledged to secure any obligation of any holder to purchase equity securities of the Guarantor, the Borrower, or any of their Subsidiaries.

“ ERISA ”:  the Employee Retirement Income Security Act of 1974.

“ Eurocurrency Reserve Requirements ”:  for any day as applied to a Eurodollar Loan, the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“ Eurodollar Base Rate ”:  with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Reuters Screen LIBOR01 Page (or any successor page) as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period.  In the event that such rate does not appear on Reuters Screen L1BOR 01 Page (or any successor page), the “Eurodollar Base Rate” shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New York time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein.

“ Eurodollar Loans ”:  Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“ Eurodollar Rate ”:  with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest l/100th of 1%):

“ Eurodollar Tranche ”:  the collective reference to Eurodollar Loans under the Facility, the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“ Event of Default ”:  any of the events specified in Section  8 , provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Exchange Act ”: as defined in Section 8(j) .

“ Excluded Debt ”: the Indebtedness listed in Schedule 2.9.

“ Excluded Subsidiaries ”: Atlanta Gas Light Company, Chattanooga Gas Company, Pivotal Utility Holdings, Inc., Virginia Natural Gas, Inc., and after the Closing Date, Northern Illinois Gas Company.

“ Excluded Taxes ”: as defined in Section 2.17(a).

“ Existing Credit Agreement ”:  the Credit Agreement dated as of September 15, 2010, by and among the Guarantor, the Borrower, the lenders parties thereto, and Wells Fargo Bank, National Association, as administrative agent, as the same may have been amended, restated, supplemented or otherwise modified.

“ Existing LC Reimbursement Agreements ”: collectively, (i) Reimbursement Agreement, dated as of October 14, 2010, among Pivotal Utility Holdings, Inc., as Applicant, AGL Resources Inc., as Guarantor, JPMorgan Chase Bank, N.A., as Administrative Agent, the other banks party thereto, with respect to the $54,600,000 New Jersey Economic Development Authority Gas Facilities Refunding Revenue Bonds (Pivotal Utility Holdings, Inc. Project) Series 2007 (AMT), (ii) Reimbursement Agreement, dated as of October 14, 2010, among Pivotal Utility Holdings, Inc., as Applicant, AGL Resources Inc., as Guarantor, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent, the other banks party thereto, with respect to the $46,500,000 Gas Facilities Refunding Revenue Bonds (Pivotal Utility Holdings, Inc. Project) Series 2005, (iii) Reimbursement Agreement, dated as of October 14, 2010, among Pivotal Utility Holdings, Inc., as Applicant, AGL Resources Inc., as Guarantor, JPMorgan Chase Bank, N.A., as Administrative Agent, the other banks party thereto, with respect to the $39,000,000 New Jersey Economic Development Authority Gas Facilities Refunding Revenue Bonds (NUI Corporation Project) Series 1996 A and (iv) Reimbursement Agreement, dated as of October 14, 2010, among Pivotal Utility Holdings, Inc., as Applicant, AGL Resources Inc., as Guarantor, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent, the other banks party thereto, with respect to the $20,000,000 Industrial Development Refunding Revenue Bonds (Pivotal Utility Holdings, Inc. Project) Series 2005.

“ Existing Nicor Credit Agreement ”: collectively, (i) that certain 3-Year Credit Agreement, dated as of April 23, 2010, among Nicor Gas Company and Nicor Inc., as Borrowers, JPMorgan Cash Bank, N.A., as Administrative Agent, and the other parties thereto from time to time, as the same may have been amended, restated, supplemented or otherwise modified and in effect immediately through the date hereof and as further amended in accordance herewith, and (ii) that certain 364-Day Credit Agreement, dated as of April 23, 2010, among Nicor Gas Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and the other parties thereto from time to time, as the same may have been amended, restated, supplemented or otherwise modified and in effect immediately through the date hereof and as further amended in accordance herewith.

“ Existing Nicor Credit Facilities ”: the credit facilities established pursuant to the Existing Nicor Credit Agreement.

“ Extended Outside Date ”: as defined in the Merger Agreement as in effect on the date hereof.

“ Facility ”:  the Commitments and the extensions of credit made thereunder.

“ FATCA ”:  Sections 1471 through 1474 of the Code and any Treasury regulations promulgated thereunder.

“ Federal Funds Effective Rate ”:  for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“ Fee Letter ”:  the Fee Letter entered into as of December 6, 2010 between the Borrower and GS Bank.

“ Financial Institution ”: Goldman, Sachs & Co.

“ Funding Notice ”: a notice substantially in the form of Exhibit G .

“ Funding Office ”:  the office of the Administrative Agent specified in Section  10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

“ GAAP ”:  those accounting principles, standards and practices generally accepted in the United States as in effect from time to time.

“ Governmental Authority ”:  any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“ Group Members ”:  the collective reference to Holdings, the Borrower and their respective Subsidiaries.

“ GS Bank ”:  as defined in the preamble hereto.

“ Guarantee Agreement ”:  the Guarantee Agreement to be executed and delivered by Holdings, substantially in the form of Exhibit A .

“ Guarantee Obligation ”:  as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“ Guarantor ”:  Holdings.

“ Hedge Agreements ”:  all interest rate swaps, caps or collar agreements or similar arrangements dealing with interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies, and all commodity price protection agreements, or any other hedging arrangements.

“ Holdings ”:  as defined in the preamble hereto.

“ Holdings Material Adverse Effect ”: any change, event or development that is materially adverse to the business, financial condition or results of operations of Holdings and its Subsidiaries, taken as a whole, except to the extent that such change, event or development results from (and for the avoidance of doubt, any such change, event or development, to the extent resulting from the following, shall not be taken into account in determining whether there has been a Holdings Material Adverse Effect): (a) general economic or political, regulatory, financial, credit or capital market conditions, including interest rates or exchange rates, or any changes therein; (b) any change affecting any of the industries in which Holdings and its Subsidiaries operate; (c) any change attributable to the execution of the Merger Agreement or the announcement or pendency of the transactions contemplated hereby, including any litigation resulting therefrom; (d) actions taken pursuant to the Merger Agreement or at the request of the Company, in each case, with the consent of the Arranger; (e) acts of war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or terrorism or other international or national calamity; (f) any change in the market price for commodities; (g) any hurricane, earthquake, flood or other natural disasters or acts of God; (h) any change resulting from weather conditions or customer use patterns; (i) any adoptions, proposals, interpretations or changes in laws after the date hereof or any interpretation thereof by any governmental entity; (j) changes in GAAP after the date hereof or any interpretations thereof by any governmental entity; (k) any failure by Holdings to meet any estimates of revenues, earnings, projections or other economic performance, whether published, internally prepared or provided to the Company and its subsidiaries and each of their respective advisors, employees, officers, agents and other representatives; or (l) any change in the price or trading volume of the common stock of Holdings on the NYSE or any other market in which such securities are quoted for purchase and sale or any suspension of trading in securities generally on any securities exchange on which any securities of Holdings  trade; provided , that with respect to clauses (a), (b), (e), (f), (g), (h) and (i), such changes and matters do not have a material and disproportionate adverse impact on Holdings and its Subsidiaries, taken as a whole, as compared to the adverse impact such changes have generally on other persons operating in comparable industries (in the case of clauses (a), (b), (e), (f), (g), (h) and (i)) and/or in the comparable geographic region (in the case of clauses (e), (f), (g) and (h)) or in the comparable regulatory jurisdiction (in the case of clause (i)) as Holdings or its relevant Subsidiaries, and for the avoidance of doubt, for purposes of determining whether a Holdings Material Adverse Effect has occurred, only the disproportionate adverse impact on Holdings and its Subsidiaries, taken as a whole shall be considered; provided , further , that with respect to clauses (k) and (l), it is understood that the facts and circumstances giving rise to such failure or change shall not be excluded from the determination of whether there has been a Holdings Material Adverse Effect if such facts and circumstances are not otherwise described in clauses (a)-(j) of this definition.

 “ Holdings SEC Documents ”: all annual, quarterly and current reports on Form 10-K, Form 10-Q and Form 8-K, respectively, required to be filed with or furnished by Holdings to the SEC pursuant to the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002 (together with any supplements, modifications and amendments thereto since the time of filing through the date hereof).

“ Indebtedness ”:  of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business that are not more than 90 days past due unless being contested in good faith and for which any reserves required by GAAP have been provided), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all capital lease (within the meaning of GAAP) obligations of such Person, (f) all Securitization Facility Attributed Debt, (g) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (h) the liquidation value of all mandatorily redeemable preferred Capital Stock of such Person, (i) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above, (j) all obligations of the kind referred to in clauses (a) through (i) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, (k) all obligations of such Person in respect of Hedge Agreements, and (1)  without duplication of any of the foregoing categories, all Off-Balance Sheet Liabilities.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor under applicable law, contract or otherwise as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.  Notwithstanding the foregoing, obligations of any Person with respect to Park and Loan Transactions shall not be considered Indebtedness.

“ Indemnitee ”: as defined in Section 10.5 .

“ Initial Outside Date ”: as defined in the Merger Agreement as in effect on the date hereof.

“ Insolvency ”:  with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Intellectual Property ”:  the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“ Interest Payment Date ”:  (a) as to any Loan that is an ABR Loan, the last day of each of March, June, September and December to occur while such Loan is outstanding commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, and (d) as to any Loan, the date of any repayment or prepayment made or required to be made in respect thereof.

“ Interest Period ”:  as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter or such other period as the Borrower and the Lenders may agree, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)   if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)   the Borrower may not select an Interest Period under the Facility that would extend beyond the Maturity Date; and

(iii)   any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

“ Investments ”:  as defined in Section  7.7 .

“ Lender Affiliate ”:  (a) any Affiliate of any Lender, (b) any Person that is administered or managed by any Lender and that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (c) with respect to any Lender which is a fund that invests in commercial loans and similar extensions of credit, any other fund that invests in commercial loans and similar extensions of credit and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such Lender or investment advisor.

“ Lender Presentation ”:  the lender presentation dated December 8, 2010 and furnished to the Lenders.

“ Lenders ”:  as defined in the preamble hereto.

“ Level I Status ”, “ Level II Status ”, “ Level III Status ”, “ Level IV Status ” and “ Level V Status ”:  as set forth below:

“ Level I Status ”:  exists at any date if, on such date, the Borrower’s Moody’s Rating is A2 or better or the Borrower’s S&P Rating is A or better.

“ Level II Status ”:  exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status and (ii) the Borrower’s Moody’s Rating is A3 or better or the Borrower’s S&P Rating is A- or better.

“ Level III Status ”:  exists at any date if, on such date, (i) the Borrower has not qualified for Level I or Level II Status and (ii) the Borrower’s Moody’s Rating is Baa1 or better or the Borrower’s S&P Rating is BBB+ or better.

“ Level IV Status ”:  exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status, Level II Status or Level III Status and (ii) the Borrower’s Moody’s Rating is Baa2 or better or the Borrower’s S&P Rating is BBB or better.

“ Level V Status ”:  exists at any date if, on such date, the Borrower has not qualified for Level I Status, Level II Status, Level III Status or Level IV Status.

Notwithstanding the foregoing, if the Borrower is split-rated and the ratings differential is one level, the higher rating will apply.  If the Borrower is split-rated and the ratings differential is two levels or more, the Status Level will be determined by reference to the rating at the midpoint.  If there is no midpoint, then the Status Level that is one Status Level below the higher rating shall apply.  The ratings shall be determined from the most recent public announcement or publication of any changes in the Moody’s Ratings or the S&P Ratings.  If at any time the Borrower ceases to have a Moody’s Rating or a S&P Rating, then the applicable Status Level shall be determined in accordance with the Guarantor’s credit ratings in the same manner as the Borrower’s status is determined.  If at any time both the Borrower and the Guarantor cease to have a Moody’s Rating or a S&P Rating, then Level V Status shall exist.

“ Lien ”:  any mortgage, pledge, lien, hypothecation, security interest or other charge, encumbrance, or other arrangement in the nature of a security interest in property to secure the payment or performance of Indebtedness or other obligations of any Person; provided , however , the term “Lien” shall not mean any easements, rights-of-way, zoning restrictions, leases, sub-leases, licenses, sublicenses, other restrictions on the use of property, defects in title to property or other similar encumbrances.

“ Loan ”:  any loan made by any Lender pursuant to this Agreement.

“ Loan Documents ”:  this Agreement, the Guarantee Agreement and the Notes.

“ Loan Parties ”:  the Borrower and the Guarantor.

“ Marketing Period ”: as defined in the Merger Agreement as in effect on the date hereof.

“ Material Adverse Effect ”:  a material adverse effect on (a) the business, property, operations or financial condition of Holdings and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

“ Materials of Environmental Concern ”:  any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“ Maturity Date ”:  364 days after the Closing Date.

“ Merger ”: the merger of Merger Sub with and into the Company pursuant to the Merger Agreement.

“ Merger Agreement ”: the Agreement and Plan of Merger, dated as of December 6, 2010, among Holdings, Merger Sub, Merger LLC, and the Company.

“ Merger Agreement Representations ”: collectively, (i) such of the representations and warranties regarding the Company and its Subsidiaries set forth in Article 3 of the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Holdings or any its affiliates has the right (determined without regard to any notice requirement) to terminate its obligations or decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement and (ii) such of the representations and warranties regarding Holdings and its Subsidiaries set forth in Article 4 of the Merger Agreement as are material to the interests of the Lenders, but only to the extent that the Company or any of its affiliates has the right (determined without regard to any notice requirement) to terminate its obligations or decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.

“ Merger Cash Consideration ”: an aggregate principal amount of $976,000,000 in cash to be paid to the equity holders of the Company pursuant to the Merger Agreement.

“ Merger Consideration ”: the Merger Cash Consideration and the Merger Equity Consideration.

“ Merger Equity Consideration ”: shares of common stock of Holdings with an aggregate value of $1,435,000,000 to be delivered to the equity holders of the Company pursuant to the Merger Agreement.

“ Merger Documents ”: collectively, the Merger Agreement, including all exhibits and schedules attached thereto, the Company Disclosure Letter (as defined in the Merger Agreement as in effect on the date hereof) and the Parent Disclosure Letter (as defined in the Merger Agreement as in effect on the date hereof).

“ Merger LLC ”: Ottawa Acquisition LLC, an Illinois limited liability company.

“ Merger Sub ”: Apollo Acquisition Corp., an Illinois corporation.

“ Moody’s ”:  Moody’s Investor Service, Inc.

“ Moody’s Rating ”:  at any time, the rating issued by Moody’s and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement (or, if there is no such debt outstanding, the Borrower’s issuer rating issued by Moody’s then in effect for the Borrower).

“ Multiemployer Plan ”:  a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Cash Proceeds ”:

(a)           with respect to any Disposition or Recovery Event, the proceeds thereof in the form of cash and cash equivalents (including any cash proceeds received by way of deferred payment pursuant to, or by monetization of, a note receivable, installment receivable, purchase price adjustment receivable, or otherwise, but only as and when received) received by the Guarantor, the Borrower or any Subsidiary, net of (A) any bona fide direct costs incurred in connection with such Disposition or Recovery Event, including (i) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Disposition or Recovery Event, (ii) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to  purchaser in respect of any such Disposition undertaken by the Guarantor, the Borrower or any Subsidiary in connection with such Disposition ( provided that upon release of any such reserve, the amount released shall be considered Net Cash Proceeds), (iii) payments of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness that is secured (to the extent permitted pursuant to Section 7.2) by any property or assets subject to such Disposition or Recovery Event but only to the extent required to be prepaid under the terms thereof as a result of such Disposition or Recovery Event and (iv) in the case of any Disposition by or Recovery Event of an Excluded Subsidiaries, costs incurred in complying with any order, directive or approval of the Governmental Authority having regulatory jurisdiction over such entity relating to such Disposition or Recovery Event, as applicable and (B) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures or the pro rata portion of the Net Cash Proceeds (calculated without regard to this clause (B)) attributable to minority interests and not available for distribution to or for the account of the Guarantor, the Borrower or any Wholly-Owned Subsidiary as a result of such Disposition or Recovery Event, or to any other Person (other than the Guarantor, the Borrower or any Subsidiary) owning a beneficial interest in the property or assets Disposed of in such Disposition or subject to such Recovery Event; provided that no proceeds of any Disposition or Recovery Event shall constitute Net Cash Proceeds except to the extent in excess of $25,000,000 individually or in the aggregate for all such Dispositions and Recovery Events since December 6, 2010 (such proceeds described in this proviso, the “ Asset Sale Proceeds Threshold ”); and provided   further that, in respect of the Net Cash Proceeds of a Recovery Event only, if the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent at the time of receipt thereof setting forth the Borrower’s intent to reinvest or commitment to reinvest such proceeds in long-term capital assets used or useful in the business of the Guarantor, the Borrower and their Subsidiaries within 180 days of receipt of such proceeds, such proceeds shall not constitute Net Cash Proceeds except to the extent such Net Cash Proceeds are not so used, at which time such proceeds shall be deemed to be Net Cash Proceeds; and

(b)           with respect to any Specified Equity Issuance or Specified Debt Incurrence, the aggregate amount of all cash proceeds received by the Guarantor, the Borrower or any of their Subsidiaries in respect of such Specified Equity Issuance or Specified Debt Incurrence, net of fees, expenses, costs, underwriting discounts and commissions incurred by the Guarantor, the Borrower or any Subsidiary in connection therewith and net of taxes paid or estimated to be payable as a result thereof.

 “ Nonconsenting Lender ”: any Lender that does not approve a consent, waiver or amendment to any Loan Document requested by the Borrower or the Administrative Agent and that requires the approval of all Lenders (or all Lenders directly affected thereby) under Section  10.1 when the Required Lenders have agreed to such consent, waiver or amendment.

“ Non-Excluded Taxes ”:  as defined in Section  2.17(a ).

“ Non-Public Information ”: information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

“ Non-U.S. Lender ”:  with respect to the Borrower, any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ Note ”:  with respect to any Lender requesting the same, the promissory note of the Borrower in favor of such Lender evidencing the Loans made by such Lender pursuant to Section  2.1(a) , in substantially the form of Exhibit F .

 “ Obligations ”:  the collective reference to the unpaid principal of and interest on (including interest accruing at the then applicable rate provided in this Agreement after the maturity of the Loans and after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred pursuant to this Agreement, any other Loan Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses or otherwise (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto or any other Loan Document).

“ OFAC ”:  the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“ Off-Balance Sheet Liabilities ”:  as to any Person (i) any due and owing repurchase obligation or liability of such Person with respect to notes or accounts receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any liability of such Person under any so-called “synthetic” lease transaction and (iv) any obligation under any other transaction which is the functional equivalent of, or takes the place of, a borrowing but which does not constitute a liability on the balance sheet of such Person.

“ Offering Memorandum ”: as defined in Section 5.2(o)(ii) .

“ Other Taxes ”:  any and all present or future stamp, court or documentary taxes or any other excise, property, intangible, recording, filing or similar taxes arising from any payment made hereunder or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document.

“ Park and Loan Transactions ”:  any tariff transaction offered by pipelines or other storage facilities, where the pipelines or other storage facilities allow the customers to park gas on or borrow gas from the pipelines or other storage facilities in one period and reclaim gas from or repay gas to the pipelines or other storage facilities in a subsequent period.

“ Participant ”:  as defined in Section  10.6(b ).

“ PATRIOT Act ”:  the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) of 2001.

“ PBGC ”:  the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“ Percentage ”:  as to any Lender at any time, the percentage which such Lender’s Commitment then constitutes of the Total Commitments or, at any time after the Commitments shall have expired or been terminated, the percentage which the aggregate principal amount of such Lender’s Loans then outstanding constitutes of the aggregate principal amount of the Loans then outstanding.

“ Permanent Financing ”: any debt securities, preferred stock or common equity issued, any bank loan or any other debt financing incurred, in connection with the Merger or to refinance any Loans (including, without limitation, any Senior Notes).

“ Permitted 2011 Notes Refinancing ”: any debt securities (and expressly not loans) of the Borrower issued either (x) on or prior to January 14, 2011 or (y) on or after February 4, 2011 but prior to May 31, 2011, in exchange for, or the net proceeds of which are directly and immediately used solely (except to the extent otherwise expressly agreed in advance in writing by the Arranger in its sole discretion) either (A) to refinance the 7.125% Notes due 2011 of the Borrower or (B) to refinance the Permitted Term Facility referred to below and/or repay the Borrower an amount of cash equal to the amount of the repayments of the 7.125% Notes due 2011 of the Borrower to the extent not financed by the Permitted Term Facility, which refinancing debt shall have terms and conditions customary for such debt; provided , that the Borrower shall have engaged one or more investment and/or commercial banks satisfactory to the Arranger on terms and conditions satisfactory to the Arranger to act as a sole or joint bookrunner in connection with the public sale or private placement of such refinancing debt securities (provided that the four banks previously agreed by the Arranger and the Borrower shall be deemed to be satisfactory to the Arranger); provided , further , that neither Holdings nor any of its Subsidiaries shall syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of such refinancing debt prior to the date that is two (2) weeks following the date of the Commitment Letter.

“ Permitted Combined Revolver Refinancing ”: in lieu of the Permitted Incremental Facility and the Permitted Nicor Revolver Refinancing, any revolving credit facility of the Borrower in an amount not to exceed $1,750,000,000, on terms and conditions customary for debt financings of this kind and the net proceeds of which are directly and immediately used solely to refinance or replace the Existing Nicor Credit Facilities and the Existing Credit Agreement (including to repay loans, and terminate commitments, under the Existing Nicor Credit Facilities and the Existing Credit Agreement), and pursuant to a syndication process satisfactory to the Arranger; provided that neither Holdings nor any of its Subsidiaries shall syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of such refinancing debt prior to the earlier of (x) Successful Syndication of the Facility and (y) 90 days after the Closing Date ( provided that if Successful Syndication shall not have occurred, such actions shall only be taken to the extent done so in co-ordination with the Arranger); provided , further , that any such Permitted Combined Revolver Refinancing shall only become effective following the Closing Date.

“ Permitted Debt ”: Indebtedness existing under any of the following: (i) a Permitted 2011 Notes Refinancing, (ii) a Permitted Term Facility, and (iii) either (x) a Permitted Nicor Revolver Refinancing and/or a Permitted Incremental Facility or (y) a Permitted Combined Revolver Refinancing.

“Permitted Incremental Facility ”: an incremental revolving facility under the Existing Credit Agreement in an amount not to exceed, together with any Permitted Nicor Revolver Refinancing, $750,000,000, to be entered into in accordance with the terms and conditions of the Existing Credit Agreement; provided , that the Borrower shall have engaged one or more financial institutions satisfactory to the Arranger to act as lead arranger of such incremental facility; provided , further , that neither Holdings nor any of its Subsidiaries shall syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of such incremental facility prior to the earlier of (x) Successful Syndication of the Facility and (y) 90 days after the announcement of the Transactions and the commencement of the Bridge Syndication Period (as defined in the Commitment Letter) ( provided that if Successful Syndication shall not have occurred, such actions shall only be taken to the extent reasonable prior notice thereof shall have been given to the Arranger and, to the extent requested by the Arranger, taken in co-ordination with the Arranger).

“ Permitted Letters of Credit ”: letters of credit or letter of credit facilities of any of Holdings and its Subsidiaries not exceeding $25,000,000 in the aggregate.

 “ Permitted Nicor Revolver Refinancing ”: any revolving credit facility of the Borrower in an amount not to exceed, together with any Permitted Incremental Facility, $750,000,000, on terms and conditions customary for debt financings of this kind and the net proceeds of which are directly and immediately used solely to refinance or replace the Existing Nicor Credit Facilities (including to repay loans, and terminate commitments, under the Existing Nicor Credit Facilities), and pursuant to a syndication process satisfactory to the Arranger; provided   that neither Holdings nor any of its Subsidiaries shall syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of such refinancing debt prior to the earlier of (x) Successful Syndication of the Facility and (y) 90 days after the announcement of the Transactions and the commencement of the Bridge Syndication Period ( provided that if Successful Syndication shall not have occurred, such actions shall only be taken to the extent done so in co-ordination with the Arranger); provided , further , that any such Permitted Nicor Revolver Refinancing shall only become effective following the Closing Date.

“ Permitted Term Facility ”: solely in the event that the Borrower determines in good faith that the debt securities under the Permitted 2011 Notes Refinancing cannot be offered or sold prior to January 14, 2011 for any reason, a short-term term loan facility of the Borrower consummated on or prior to January 13, 2011, the net proceeds of which are directly and immediately used to solely refinance the 7.125% Notes due 2011 of the Borrower.

“ Person ”:  an individual, company, corporation, firm, partnership, joint venture, undertaking, association, organization, trust, state or agency of a state (in each case whether or not having a separate legal personality).

“ Plan ”:  at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Platform ”:  as defined in Section  10.2(b) .

“ Prepayment Event ”: any Specified Asset Sale, any Recovery Event, any Specified Debt Incurrence and any Specified Equity Issuance.

“ Prime Rate ”: the rate of interest quoted in the print edition of The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.  The Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“ Properties ”:  as defined in Section  4.16(a ).

“ Public Lenders ”: Lenders that do not wish to receive material non-public information with respect to Holdings, its Subsidiaries or their securities.

“ Recovery Event ”:  any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member.

“ Register ”:  as defined in Section  10.6(f ).

“ Regulation FD ”: Regulation FD as promulgated by the SEC under the Securities Act and Exchange Act of 1934 as in effect from time to time.

“ Regulation U ”:  Regulation U of the Board.

“ Reorganization ”:  with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“ Reportable Event ”:  any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under Sections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“ Required Lenders ”:  at any time, the holders of more than 50% of the Total Commitments then in effect or, if the Commitments have expired or been terminated, the Loans then outstanding; provided that the Commitment of any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Requirement of Law ”:  as to any Person, the articles or certificate of incorporation or organization, by laws, partnership agreement, limited liability company agreement, operating agreement, management agreement, or other organizational or governing documents of such Person, and any constitution, decree, judgment, legislation, order, ordinance, regulation, rule, statute or treaty, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Responsible Officer ”:  the chief executive officer, president, chief financial officer, treasurer or controller of Holdings or the Borrower, as the case may be, but in any event, with respect to financial matters, the chief financial officer or treasurer of Holdings.

“ Restricted Payments ”:  as defined in Section  7.5 .

“ S&P ”:  Standard & Poor’s Rating Service, a division of the McGraw Hill Companies, Inc.

“ S&P Rating ”: at any time, the rating issued by S&P and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement (or, if there is no such debt outstanding, the Borrower’s issuer rating issued by S&P then in effect for the Borrower).

“ Sanctioned Country ”: a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs/ , or as otherwise published from time to time.

“ Sanctioned Person ”: (i) a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/-offices/enforcement/ofac/sdn/index.shtml , or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“ SEC ”:  the Securities and Exchange Commission and any analogous Governmental Authority.

“ Securities Act ”: the Securities Act of 1933, as amended.

“ Securitization Facility Attributed Debt ”:  at any time, the aggregate net outstanding amount theretofore paid to any of the Group Members (without duplication) in respect of Securitization assets (whether accounts receivable, general intangibles, instruments, documents, chattel paper or other similar assets) sold or transferred in connection with any Securitization financing program established by any of the Group Members in respect of such Securitization assets (it being the intent of the parties that such Securitization Facility Attributed Debt at any time outstanding approximate as closely as possible the principal amount of Indebtedness that would be outstanding at such time under such financing program if the same were structured as a secured lending arrangement rather than a sale or Securitization arrangement).

“ Senior Notes ”: any debt securities issued by the Borrower pursuant to a registered public offering or Rule 144A to fund the Merger Cash Consideration or to refinance the Loans.

“ Senior Notes Marketing Period ”: as defined in Section 5.2(o)(ii) .

 “ Single Employer Plan ”:  any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“ Solvent ”:  when used with respect to any Person, means that, as of any date of determination, (a) the sum of the value of the assets of such Person (based on either fair value or present fair saleable value, as applicable) will, as of such date, exceed the sum of the liabilities of such Person as of such date, (b) such Person will be able to pay its debts as they mature and (c) such Person has sufficient capital to conduct its business.  For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured and (iii) the amount of any contingent liability at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No.5).

“ Specified Asset Sale ”: any Disposition or series of related Dispositions by the Guarantor, the Borrower or any of their respective Subsidiaries; provided that “Specified Asset Sale” shall not include (i) Dispositions to the Guarantor, the Borrower or any of their respective Subsidiaries and (ii) Dispositions in the ordinary course of business.

“ Specified Debt Incurrence ”: any incurrence of Indebtedness for borrowed money (including, without limitation, any Permanent Financing (including any Indebtedness thereunder that has been deposited in an escrow account of any Group Member for the benefit of the holders or lenders of such Indebtedness pending consummation of the Merger)), other than (i) Excluded Debt, (ii) the refinancing of certain commercial paper or Permitted Letters of Credit of Holdings and its Subsidiaries with new commercial paper or Permitted Letters of Credit or, with the prior written consent of the Arranger, other indebtedness satisfactory to the Arranger, (iii) any Permitted Debt, and (iv) Indebtedness owing to any Group Member.

“ Specified Equity Issuance ”: any issuance by the Guarantor of any Equity Interest or Equity-Linked Securities other than (i) pursuant to any employee stock ownership plan or any other employee compensation plan, in each case in effect as of the date hereof, (ii) the Merger Equity Consideration and (iii) to the extent applicable, any Permanent Financing.

“ Specified Merger Consideration Reduction ”: any reduction on or after the Effective Date in the aggregate principal Dollar amount of the Merger Cash Consideration.

 “ Status Level ”:  the collective reference for Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status.

“ Subsidiary ”:  as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of either or both of the Borrower and Holdings.

“ Successful Syndication ”: as previously agreed by the Borrower and the Arranger.

“ Synthetic Lease ”: any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.

“ Ticking Fee ”: as defined in Section 2.6(b) .

“ Total Capitalization ”:  at any date, the sum of Consolidated Net Worth and Consolidated Total Debt of the Group Members at such date, determined on a consolidated basis in accordance with GAAP.

“ Total Commitments ”:  at any time, the aggregate amount of the Commitments then in effect.  The Total Commitments as of the Effective Date are $1,050,000,000.

“ Transactions ”: collectively, (i) the Merger, (ii) the execution, delivery and performance of this Agreement, including the funding of the Loans hereunder and the application of the proceeds thereof, (iii) any Permanent Financing and (iv) the payment of the Transaction Costs.

“ Transaction Costs ”: fees and expenses incurred in connection with the Transactions.

 “ Transferee ”:  any Assignee or Participant.

 “ Type ”:  as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

“ United States ”:  the United States of America.

“ Wholly-Owned Subsidiary ”:  as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly-Owned Subsidiaries.

1.2   Other Definitional Provisions

(a)   Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b)   As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section  1.1 and accounting terms partly defined in Section  1.1 , to the extent not defined, shall have the respective meanings given to them under GAAP; provided , however , that for purposes of determining compliance with the covenants contained in Section  7.1 , all accounting terms herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP as in effect on the date of this Agreement and applied on a basis consistent with the application used in the financial statements referred to in Section  4.1 , and provided , further , all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (ASC 825) (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) 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, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time and (vi) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

(c)   The words “hereof, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d)   The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

2.1   Commitments; Loans .

(a)   Subject to the terms and conditions hereof, each Lender severally agrees to make Loans to the Borrower on the Closing Date in an aggregate principal amount equal to such Lender’s Commitment.  Amounts borrowed under this Section 2.1 and repaid or prepaid hereunder may not be reborrowed.  Each Lender’s Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Commitment on such date.

(b)   The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section  9.7 are several and not joint.  The failure of any Lender to make Loans or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make any such payment required hereunder.

(c)   The Borrower shall repay all outstanding Loans on the Maturity Date.

2.2   Procedure for Borrowing .

The Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit G hereto (a “ Funding Notice ”) not later than 11:00 A.M. (New York time) (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) on the requested Borrowing Date, in the case of ABR Loans, specifying:

(i)   the amount and Type of Loans to be borrowed;

(ii)   the requested Borrowing Date; and

(iii)   in the case of Eurodollar Loans, the respective lengths of the initial Interest Period therefor. 

Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof.  Each Lender will make its Percentage of the borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 1:00 p.m., New York time, on the Borrowing Date requested by or on behalf of the Borrower in funds immediately available to the Administrative Agent.  Such borrowing will then be made available to the Borrower by the Administrative Agent by effecting a wire transfer of such amounts to an account designated by the Borrower to the Administrative Agent.

2.3   [ Reserved ]

2.4   [ Reserved ]

2.5   Evidence of Debt .

(a)   Each Lender shall maintain in accordance with its usual practice appropriate records evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time in respect of such Loans.  The Administrative Agent shall maintain the Register pursuant to Section  10.6(f ), and a record therein for each Lender, in which shall be recorded (i) the amount of each Loan made by such Lender, the interest rate applicable thereto and each Interest Payment Date applicable thereto, and (ii) the amount of any sum received by the Administrative Agent hereunder from the Borrower on account of such Loan.  The entries made in the Register and the records of each Lender maintained pursuant to this Section  2.5 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain the Register or any such record, or any error therein, either of which shall be promptly corrected, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made by such Lender in accordance with the terms of this Agreement.  In the event of any conflict between the Register and the records of each Lender, the Register shall control in the absence of manifest error.

(b)   At the request of any Lender at any time, the Borrower agrees that it will execute and deliver to such Lender a Note evidencing the Loans of such Lender payable to such Lender.

2.6   Fees, etc

(a)   The Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee (the “ Duration Fee ”), payable on each of the dates set forth below in an amount equal to a percentage determined on the applicable payment date in accordance with the grid below times the outstanding principal amount of the Loans of such Lender outstanding as at such date:

(b)   The Borrower agrees to pay to the Administrative Agent for the account of each Lender a ticking fee (the “ Ticking Fee ”), which shall accrue at 0.225% per annum times the daily average amount of the unused Commitment of such Lender during the period from and including December 6, 2010 to but excluding the earliest to occur of (i) the termination of the Commitments hereunder and (ii) the Closing Date and shall be payable on such earlier date.

(c)   The Borrower agrees to pay to the Administrative Agent and the Arranger the fees in the amounts and on the dates previously agreed to in the Fee Letter.

2.7   Termination or Reduction of Commitments .

(a)   The Borrower shall have the right, prior to the Closing Date, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Commitments or, from time to time, to ratably reduce the amount of the Commitments.  Any such reduction shall be in an amount equal to $10,000,000, or an integral multiple of $1,000,000 in excess thereof, and shall reduce permanently the Commitments then in effect.  The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Commitments.

(b)   Upon the occurrence of any Prepayment Event or a Specified Merger Consideration Reduction prior to the Closing Date, the Commitments shall automatically be reduced in an aggregate amount equal to 100% of (x) in the case of a Prepayment Event, the Net Cash Proceeds of such Prepayment Event and (y) in the case of a Specified Merger Consideration Reduction, the aggregate principal Dollar amount of any such Specified Merger Consideration Reduction; provided that in the case of proceeds received by an Excluded Subsidiary of Holdings as a result of a Specified Asset Sale, subject to Section 6.11, the foregoing commitment reduction requirement shall be suspended until such time as such proceeds are distributed to Holdings, the Company or any Subsidiary of Holdings that is not an Excluded Subsidiary (and, in the case of joint ventures with unaffiliated third parties, to the extent of Holdings’ direct or indirect Equity Interest therein).  Each Lender’s Commitment shall be reduced pro rata by the amount of such reduction.  If such reductions result in the Commitments being reduced to $0, all accrued fees shall be payable upon such reduction.

(c)   The Commitments shall automatically terminate on the Commitment Termination Date.  All accrued fees shall be payable upon the termination of the Commitments pursuant to this clause (c).  The Commitments shall automatically be reduced to zero upon funding of the Loans.

2.8   Optional Prepayments .  The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent at least three Business Days prior thereto in the case of Eurodollar Loans and no later than 11:00 a.m., New York time on the date of such prepayment in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided , that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section  2.18 .  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid.  Partial prepayments of the Loans shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

2.9   Mandatory Prepayments .  Upon the occurrence of any Prepayment Event on or after the Closing Date, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds of such Prepayment Event; provided that in the case of proceeds received by an Excluded Subsidiary of Holdings, subject to Section 6.11 , the foregoing prepayment requirement shall be suspended until such time as such proceeds are distributed to Holdings, the Company or any Subsidiary of Holdings that is not an Excluded Subsidiary (and, in the case of joint ventures with unaffiliated third parties, to the extent of Holdings’ direct or indirect Equity Interest therein).  In addition, in the event that one or more of the regulatory approvals described in Section 5.2(m) requires any Disposition as a condition to such approval, no later than 2 Business Days following the Closing Date, the Loans shall be prepaid plus accrued interest to the date of prepayment in an amount equal to the amount of Net Cash Proceeds resulting from any required Disposition with respect to the Company and its Subsidiaries prior to the Closing Date, which are held by Holdings, the Borrower or another Wholly-Owned Subsidiary of Holdings that is not an Excluded Subsidiary (including the Company and its Subsidiaries) on the Closing Date.  The Borrower shall effect such prepayment within five Business Days of receipt of such Net Cash Proceeds.  Each payment or prepayment of Loans pursuant to this Section 2.9 shall be applied ratably to the respective Loans of all of the Lenders.  Each payment of principal of the Loans shall be made together with interest accrued on the amount repaid to the date of payment.

2.10   Conversion and Continuation Options .

(a)   The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the  Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto.  The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when a Default or an Event of Default has occurred and is continuing.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b)   Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section  1.1 , of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuations, and provided , further , that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.11   Limitations on Eurodollar Tranches .  Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) no more than six Eurodollar Tranches shall be outstanding at any one time.

2.12   Interest Rates and Payment Dates .

(a)   Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin for Eurodollar Loans.

(b)   Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin for ABR Loans.

(c)   [ Reserved ] .

(d)   Upon the occurrence and during the continuance of any Event of Default under Sections  8(a) or  8(f) , or (at the election of the Required Lenders) upon the occurrence and during the continuance of any other Event of Default, all outstanding principal amounts of the Loans and, to the greatest extent permitted by law, all interest accrued on the Loans and all other accrued and outstanding fees and other amounts hereunder, shall bear interest at a rate per annum equal to the interest rate applicable from time to time thereafter to such Loans (whether the ABR plus the Applicable Margin or the Eurodollar Rate plus the Applicable Margin) plus 2% (or, in the case of interest, fees and other amounts for which no rate is provided hereunder, at the ABR (plus the Applicable Margin) plus 2%), and, in each case, such default interest shall be payable on demand.  To the greatest extent permitted by law, interest shall continue to accrue after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any law pertaining to insolvency or debtor relief.

(e)   Interest in respect of all Loans shall be payable in arrears on each Interest Payment Date.  Notwithstanding the foregoing, interest accruing pursuant to paragraph (d) of this Section 2.12 shall be payable from time to time on demand.

2.13   Computation of Interest and Fees .

(a)   Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.  The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate.  Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective.  The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b)   Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section  2.12(a ).

2.14   Inability to Determine Interest Rate .  If prior to the first day of any Interest Period:

(i)   the Administrative Agent shall have determined in its reasonable and good faith judgment (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

(ii)   the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the actual cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period;

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter.  If such notice is given (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans.  Until such notice has been withdrawn by the Administrative Agent (upon the instruction of the Required Lenders in the case of clause (ii) above), no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Loans to Eurodollar Loans.  The Administrative Agent shall promptly withdraw such notice when Eurodollar Loans are again available.

2.15   Pro Rata Treatment and Payments .

(a)   The borrowing by the Borrower from the Lenders hereunder, and, subject to Section  2.23(a) , each payment by the Borrower on account of any Duration Fee or Ticking Fee and any reduction of the Commitments of the Lenders shall be made according to the respective Percentage of each of the relevant Lenders.

(b)   Subject to Section 2.23(a) , each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made according to the respective Percentage of each Lender.

(c)   All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds.  The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received.  If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day.  If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.  In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(d)   Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent.  A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error.  If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans, on demand, from the Borrower.

(e)   Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount.  If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate.  Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

2.16   Requirements of Law .

(a)   If any Change in Law:

(i)   shall 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 Non-Excluded Taxes covered by Section  2.17 and changes in the rate of tax on the overall net income of such Lender);

(ii)   shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate; or

(iii)   shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable.  If any Lender becomes entitled to claim any amounts pursuant to this paragraph, it shall promptly notify the Borrower in writing (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than three months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such period for which the Borrower shall be required to compensate the Lenders shall be extended to include the period of such retroactive effect.

(b)   If any Lender shall have determined that any Change in Law regarding capital requirements shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than three months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such period for which the Borrower shall be required to compensate the Lenders shall be extended to include the period of such retroactive effect

(c)   A certificate as to any additional amounts payable pursuant to this Section 2.16 submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error.  The obligations of the Borrower pursuant to this Section 2.16 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.17   Taxes .

(a)   Except as required by law, all payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), (ii) Taxes that are attributable to such Lender’s failure to comply with the requirements of paragraph (e) of this Section 2.17 , (iii) U.S. withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement or designates a new lending office, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such taxes pursuant to this paragraph and (iv) withholding taxes imposed under FACTA (collectively, clauses (i)-(iv), “ Excluded Taxes ”).  If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“ Non-Excluded Taxes ”) or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement.  For the avoidance of doubt, the parties acknowledge and agree that the term Non-Excluded Taxes shall not include Excluded Taxes.

(b)   In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)   The Borrower shall indemnify the Administrative Agent and each Lender, within ten days after demand therefor, for the full amount of any Non-Excluded Taxes or Other Taxes (including Non-Excluded Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17 ) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  Failure or delay on the part of the Administrative Agent or any Lender to demand compensation pursuant to this Section 2.17 shall not constitute a waiver of the Administrative Agent’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent or a Lender pursuant to this Section 2.17 for any Non-Excluded Taxes or Other Taxes imposed or asserted against the Administrative Agent or such Lender more than 90 days prior to the date that the Administrative Agent or such Lender, as the case may be, notifies the Borrower of the imposition or assertion of such Non-Excluded Taxes or Other Taxes and of the Administrative Agent’s or such Lender’s intention to claim indemnification therefor (except that, if the imposition or assertion of such Non-Excluded Taxes or Other Taxes giving rise to such claim for indemnification is retroactive, then the 90 day period referred to above shall commence on the date the Administrative Agent or such Lender obtains knowledge of the same).  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)   Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.  If the Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure,

(e)   Any Non-U.S. Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document 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.  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 resident for tax purposes in the United States, any Non-U.S. 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 Non-U.S. 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 Non-U.S. Lender is legally entitled to do so), whichever of the following is 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 is a party,

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

(iii)   in the case of a Non-U,S.  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 Non-U.S. 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)   If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding tax imposed by FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent (A) a certification signed by the chief financial officer, principal accounting officer, treasurer or controller, and (B) other documentation reasonably requested by the Borrower and the Administrative Agent sufficient for the Administrative Agent and the Borrower to comply with their obligations under FATCA and to determine that such Lender has complied with such applicable reporting requirements.

(g)   The agreements in this Section 2.17 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder and for a period of one year after the indefeasible payment in full of all Obligations and the termination of this Agreement and the other Loan Documents.

2.18   Compensation .  The Borrower will compensate each Lender upon demand for all losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund or maintain Eurodollar Loans) that such Lender may incur or sustain (i) if for any reason (other than a default by such Lender) a Borrowing or continuation of, or conversion into, a Eurodollar Loan does not occur on a date specified therefor in the notice of borrowing or notice of conversion/continuation provided by the Borrower to the Administrative Agent, (ii) if any repayment, prepayment or conversion of any Eurodollar Loan occurs on a date other than the last day of an Interest Period applicable thereto (including as a consequence of any assignment made pursuant to Section  2.21 or any acceleration of the maturity of the Loans pursuant to Section  8 ), (iii) if any prepayment of any Eurodollar Loan is not made on any date specified in a notice of prepayment given by the Borrower or (iv) as a consequence of any other failure by the Borrower to make any payments with respect to any Eurodollar Loan when due hereunder.  Calculation of all amounts payable to a Lender under this Section  2.18 shall be made as though such Lender had actually funded its relevant Eurodollar Loan through the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of such Eurodollar Loan, having a maturity comparable to the relevant Interest Period; provided , however, that each Lender may fund its Eurodollar Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section  2.18 .  A certificate (which shall be in reasonable detail) showing the bases for the determinations set forth in this Section  2.18 by any Lender as to any additional amounts payable pursuant to this Section  2.18 shall be submitted by such Lender to the Borrower either directly or through the Administrative Agent.  Determinations set forth in any such certificate made in good faith for purposes of this Section  2.18 of any such losses, expenses or liabilities shall be conclusive absent manifest error.

2.19   Change of Lending Office .  Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section  2.16 , 2.17(a) or  2.20 with respect to such Lender, to the extent permitted by law, it will designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided , that such designation is made on terms that, in the sole judgment of such Lender, are not disadvantageous to such Lender, and provided , further , that nothing in this Section 2.19 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section  2.16 , 2.17(a) or  2.20 .

2.20   Illegality .  If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof shall make it unlawful, impossible or impracticable for any Lender to make, maintain or fund any Eurodollar Loan and such Lender shall so notify the Administrative Agent and the Borrower thereof (with supporting documentation) of such event, then such Lender’s Commitment shall be suspended and, 30 days following such notification, shall be canceled if such unlawfulness, impossibility or impracticability shall then be continuing.  The Borrower shall prepay such Lender’s Loans or convert such Eurodollar Loans to ABR Loans at the time or times and to the extent necessary to avoid such unlawfulness, together with unpaid accrued interest thereon, unpaid accrued fees and any other amounts due and payable to such Lender, unless, in either case, prior thereto, the Borrower shall have given notice to such Lender that the Borrower will require such Lender to assign and transfer all of its interests in this Agreement pursuant to Section  2.21 and shall have caused such Lender to have so assigned and transferred such interests.

2.21   Replacement of Lenders .  The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section  2.16 or  2.17(a ),   (b) requires relief pursuant to Section  2.20 or (c) is a Defaulting Lender or a Nonconsenting Lender, in each case with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section  2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Section  2.16 or  2.17(a ) or relief pursuant to Section  2.20 , (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender for any amounts owing under Section  2.18 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be an Eligible Assignee, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section  10.6 ( provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay to the Lender being replaced all additional amounts (if any) required pursuant to Section  2.16 or  2.17(a ), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.  If any circumstances arise which result, or such Lender becomes aware of any circumstances which are expected to result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender’s Eurodollar Loans, such Lender shall use its commercially reasonable efforts to notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all steps, if any, it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances; provided that no delay or failure by any Lender to provide any such notice shall affect the obligations of the Borrower hereunder.

2.22   [ Reserved ]

2.23   Defaulting Lenders .

(a)   Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)   Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and in Section  10.1 .

(ii)   Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of any such Defaulting Lender that has failed to comply with its funding obligations under Section 9 hereof (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise) shall be applied at such time or times as may be determined by the Administrative Agent to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent or any Indemnitee hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied to pay amounts owed by a Defaulting Lender pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender and each Lender irrevocably consents hereto.

(iii)   Fees shall cease to accrue on the undrawn portion of the Commitment of such Defaulting Lender pursuant to Section 2.6 .

(b)   If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of the Borrower or any other party hereunder arising from that Lender’s having been a Defaulting Lender.

To induce the Administrative Agent and the Lenders to enter into this Agreement on the Effective Date, and to make the Loans on the Closing Date, Holdings and the Borrower hereby jointly and severally represent and warrant to the Administrative Agent and each Lender on the Effective Date (solely with respect to the Effective Date Specified Representations) and the Closing Date that:

4.1   Financial Condition .  The Closing Date Audited Financial Statements fairly present in all material respects the consolidated financial condition of Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended.  The Closing Date Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the period commencing on the first day of such fiscal year and ending on such date (subject to normal year end audit adjustments and, in the case of unaudited financial statements, the absence of footnotes).  All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and, in the case of unaudited financial statements, the absence of footnotes and subject to normal year end audit adjustments). Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Holdings and the Borrower to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results.

4.2   No Change .  Except as disclosed in the Holdings SEC Documents and the Company SEC Documents filed with the SEC since January 1, 2008 but prior to December 6, 2010 (excluding any risk factor disclosures contained under the heading “Risk Factors”, any disclosure of risk included in any “forward-looking statements” disclaimer or any other statements that are similarly predictive or forward-looking in nature), since December 31, 2009, no event or condition has occurred or changed that has had or could reasonably be expected to have a Material Adverse Effect.

4.3   Existence; Compliance with Law .  Each Loan Party (a) is organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that such non-compliance, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

4.4   Power; Authorization; Enforceable Obligations .

(a)   Each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder.  Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement.

(b)   No authorization or approval of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, other than any such consents, authorizations, filings and notices which have been obtained or made and are in full force and effect.

(c)   Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto.

(d)   This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.5   No Legal Bar .  The execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the use of the proceeds thereof will not violate the articles of incorporation or the by-laws of Holdings or the Borrower or any material  Requirement of Law applicable to Holdings or the Borrower.  The execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the use of proceeds thereof will not violate any material Contractual Obligation of any of Holdings, the Borrower or their respective Subsidiaries that could reasonably be expected to have a Material Adverse Effect and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation.

4.6   Litigation .  No litigation, arbitration or administrative proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Holdings or the Borrower, threatened (i) against Holdings or the Borrower or any of their respective Subsidiaries to restrain the entry by Holdings or the Borrower into, the enforcement of or exercise of any rights by the Lenders or the Administrative Agent under, or the performance or compliance by the Borrower with any obligations under, this Agreement, the Notes, or the Guarantee Agreement, or (ii) against Holdings or the Borrower or any of their Subsidiaries which has had or would reasonably be expected to have a Material Adverse Effect.

4.7   No Default .  None of Holdings, the Borrower nor any of their respective Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its material Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

4.8   Ownership of Property; Liens .  Each Group Member has title in fee simple to, or a valid leasehold interest in, all its real property which is material to the operation of such Group Member’s business, and good title to, or a valid leasehold interest in, all its other property which is material to the operation of such Group Member’s business, and none of such property is subject to any Lien except as permitted by Section  7.2 .

4.9   Intellectual Property . (i) Each Group Member owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted; (ii) no material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does Holdings or the Borrower know of any valid basis for any such claim and (iii) the use of Intellectual Property which is material to the operation of each Group Member’s business does not infringe on the rights of any Person in any material respect.

4.10   Taxes .  Each Group Member has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member); no tax Lien has been filed (except as permitted under Section  7.2(c) ) and, to the knowledge of Holdings and the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge (other than any such tax, fee or charge, the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member).

4.11   Margin Regulation .  No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used in any manner which violates Regulation U as now and from time to time hereafter in effect or for any&n