Common use of ANNEXES, EXHIBITS AND SCHEDULES Clause in Contracts

ANNEXES, EXHIBITS AND SCHEDULES. ANNEX A Pricing Grid EXHIBIT A Form of Assignment and Assumption EXHIBIT B Form of Opinions of Xxxxxx & Xxxxxx LLP and Xxxxxx Xxxxxx LLP EXHIBIT C Revolving Loan Borrowing Request EXHIBIT D Letter of Credit Extension Request EXHIBIT E Form of Revolving Note EXHIBIT F Interest Election Request EXHIBIT G Prepayment Notice EXHIBIT H-1 Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships) EXHIBIT H-2 Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships) EXHIBIT H-3 Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships) EXHIBIT H-4 Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships) SCHEDULE 2.01 Lenders and Commitments SCHEDULE 4.01 Restricted Subsidiaries SCHEDULE 6.01(e) Existing Agreements REVOLVING CREDIT AGREEMENT, dated as of December 5, 2014 (this “Agreement”), among COLUMBIA PIPELINE PARTNERS LP, a Delaware limited partnership, as Borrower (the “Borrower”), NISOURCE INC., a Delaware corporation (“NiSource”), COLUMBIA PIPELINE GROUP, INC., a Delaware corporation (“CPG”), CPG OPCO LP, a Delaware limited partnership (“OpCo”), COLUMBIA ENERGY GROUP, a Delaware corporation (“Columbia”), CPG OPCO GP LLC, a Delaware limited liability company, each as a Guarantor (collectively the “Guarantors”), the Lead Arrangers and other Lenders from time to time party hereto, the Co-Documentation Agents party hereto, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Syndication Agent and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).

ANNEXES, EXHIBITS AND SCHEDULES. ANNEX Annexes Estimate Statement Annex A Pricing Grid EXHIBIT Purchase Price Allocation Annex B Exhibits Pretzel Time, Pretzelmaker and Hot Sam’s Logos Exhibit A Form of Assignment Transition Services Agreement Exhibit B Schedules Assumed Contracts 1.1A Deferred Revenue Liability 1.1B Developing Agent Agreements 1.1C Vendor Agreements 1.1D Assumed Liabilities 2.3 Allocation Schedule 3.4 Seller Accounts Receivable 3.7 Consents and Assumption EXHIBIT B Form Approvals 4.3 Sellers’ Material Liabilities and Obligations 4.4(b) Sufficiency of Opinions Assets 4.7 Accounts Receivable and Encumbrances 4.8 Sellers’ Tax Returns Subject to Audit 4.10 Labor Relations; Compliance 4.11 Litigation Proceedings 4.13(a) Orders 4.13(b) Compliance With Laws; Permits 4.14 Operation of Xxxxxx & Xxxxxx LLP Sellers; Material Adverse Effect 4.15 Material Contracts 4.16 Affiliated Contracts 4.16(c) Insurance 4.17 Intellectual Property 4.19(a) IT Software and Xxxxxx Xxxxxx LLP EXHIBIT C Revolving Loan Borrowing Request EXHIBIT D Letter Other Licensed Intellectual Property 4.19(b) Sellers’ Intellectual Property Rights 4.19(c) Sellers’ Intellectual Property Infringements 4.19(d) Validity of Credit Extension Request EXHIBIT E Form Intellectual Property Rights 4.19(e) Third Party Intellectual Property Infringements 4.19(f) Intellectual Property Development and Acquisition 4.19(g) Intellectual Property Restrictions 4.19(h) Affiliate Transactions 4.20 Suppliers 4.22 Franchise Matters 4.23(a)-(z) Powers of Revolving Note EXHIBIT F Interest Election Request EXHIBIT G Prepayment Notice EXHIBIT H-1 Form of U.S. Tax Certificate Attorney 4.24 Consents and Approvals 5.2 Vendor Allocation Schedule 7.12 Lease Locations 7.13(a) Foreign Trademarks 7.16 Governmental and Other Approvals 8.5 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (Foreign Lenders That Are Not Partnerships) EXHIBIT H-2 Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships) EXHIBIT H-3 Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships) EXHIBIT H-4 Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships) SCHEDULE 2.01 Lenders and Commitments SCHEDULE 4.01 Restricted Subsidiaries SCHEDULE 6.01(e) Existing Agreements REVOLVING CREDIT AGREEMENT, dated as of December 5, 2014 (this “Agreement”)) is entered into as of August 7, among COLUMBIA PIPELINE PARTNERS LP2007, by and among, NexCen Asset Acquisition, LLC, a Delaware limited partnership, as Borrower liability company (the “BorrowerBuyer”), NISOURCE INC.NexCen Brands, Inc., a Delaware corporation (“NiSourceParent”), COLUMBIA PIPELINE GROUPPretzel Time Franchising, INC., a Delaware corporation (“CPG”), CPG OPCO LP, a Delaware limited partnership (“OpCo”), COLUMBIA ENERGY GROUP, a Delaware corporation (“Columbia”), CPG OPCO GP LLC, a Delaware limited liability company, each as a Guarantor company (collectively the “GuarantorsPretzel Time”), the Lead Arrangers Pretzelmaker Franchising, LLC, a Delaware limited liability company (“Pretzelmaker,” and other Lenders from time to time party heretowith Pretzel Time, the Co-Documentation Agents party heretoeach individually, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Syndication Agent a “Seller,” and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders hereunder (in such capacitycollectively, the “Administrative AgentSellers”), and Xxx. Xxxxxx Famous Brands, LLC, a Delaware limited liability company (“MFFB”).

ANNEXES, EXHIBITS AND SCHEDULES. ANNEX ANNEXES Annex A Pricing Grid EXHIBIT - Commitment Annex EXHIBITS Exhibit A Form - Assignment Agreement Exhibit B - Single Purpose Entity Requirements Exhibit C - Compliance Certificate Exhibit D - Payment Notification Exhibit E - Borrowers' Taxpayer Identification Numbers SCHEDULES Schedule 1 - Permitted Leases Schedule 3.1 - Existence, Organizational Identification Numbers, Foreign Qualification, Prior Names Schedule 3.4 - Capitalization Schedule 3.6 - Litigation Schedule 3.17 - Material Contracts Schedule 3.18 - Environmental Compliance Schedule 4.4 - Insurance Requirements Schedule 4.14 - Deferred Maintenance Items Schedule 5.9 - Affiliate Transactions Schedule 7.3 - Post-Closing Deliveries and Covenants Schedule 8.7 - Licensed Operators Schedule 9.1(h) - Service Agreements Back to Table of Contents Annex A to Credit Agreement (Commitment Annex) Lender Term Loan Commitment Amount Term Loan Commitment Percentage Xxxxxxx Xxxxx Capital $39,735,000 100% TOTALS $39,735,000 100% Back to Table of Contents Exhibit A to Credit Agreement (Assignment Agreement) This Assignment Agreement (this "Assignment Agreement") is entered into as of __________ by and Assumption EXHIBIT B Form of Opinions of Xxxxxx & Xxxxxx LLP between the Assignor named on the signature page hereto ("Assignor") and Xxxxxx Xxxxxx LLP EXHIBIT C Revolving Loan Borrowing Request EXHIBIT D Letter of the Assignee named on the signature page hereto ("Assignee"). Reference is made to the Credit Extension Request EXHIBIT E Form of Revolving Note EXHIBIT F Interest Election Request EXHIBIT G Prepayment Notice EXHIBIT H-1 Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships) EXHIBIT H-2 Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships) EXHIBIT H-3 Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships) EXHIBIT H-4 Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships) SCHEDULE 2.01 Lenders and Commitments SCHEDULE 4.01 Restricted Subsidiaries SCHEDULE 6.01(e) Existing Agreements REVOLVING CREDIT AGREEMENT, Agreement dated as of December 5February __, 2014 2006 (this “as amended or otherwise modified from time to time, the "Credit Agreement”)") among XXXXXXX XXXXX CAPITAL, among COLUMBIA PIPELINE PARTNERS LPas Administrative Agent and Lender and the other Lenders party thereto from time to time and CYPRESS LEAWOOD, LLC a Delaware limited partnershipliability company, as Borrower (the “Borrower”)and CYPRESS ARLINGTON, NISOURCE INC., a Delaware corporation (“NiSource”), COLUMBIA PIPELINE GROUP, INC., a Delaware corporation (“CPG”), CPG OPCO LPL.P., a Delaware limited partnership (“OpCo”), COLUMBIA ENERGY GROUP, a Delaware corporation (“Columbia”), CPG OPCO GP LLC, a Delaware limited liability company, each as a Guarantor (collectively the “Guarantors”"Borrowers"), the Lead Arrangers and other Lenders financial institutions party thereto from time to time party hereto, the Co-Documentation Agents party hereto, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.time, as Syndication Agent Lenders, and XXXXX FARGO BANKXxxxxxx Xxxxx Capital, NATIONAL ASSOCIATIONa division of Xxxxxxx Xxxxx Business Financial Services Inc., as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement. Assignor and Assignee hereby agree as follows:

ANNEXES, EXHIBITS AND SCHEDULES. ANNEX ANNEXES Annex A Pricing Grid EXHIBIT - Commitment Annex EXHIBITS Exhibit A Form - Assignment Agreement Exhibit B - Single Purpose Entity Requirements Exhibit C - Compliance Certificate Exhibit D - Payment Notification Exhibit E - Borrowers' Taxpayer Identification Numbers SCHEDULES Schedule 3.1 - Existence, Organizational Identification Numbers, Foreign Qualification, Prior Names Schedule 3.4 - Capitalization Schedule 3.6 - Litigation Schedule 3.17 - Material Contracts Schedule 3.18 - Environmental Compliance Schedule 4.4 - Insurance Requirements Schedule 4.11 - Deferred Maintenance Items Schedule 5.9 - Affiliate Transactions Schedule 7.3 - Post-Closing Deliveries and Covenants Schedule 8.1 - Licensed Units and Beds Schedule 8.7 - Operating Lessees Annex A to Credit Agreement (Commitment Annex) Lender Term Loan Commitment Amount Term Loan Commitment Percentage Xxxxxxx Xxxxx Capital $85,000,000 100% TOTALS $85,000,000 100% Exhibit A to Credit Agreement (Assignment Agreement) This Assignment Agreement (this "Assignment Agreement") is entered into as of Assignment __________ by and Assumption EXHIBIT B Form of Opinions of Xxxxxx & Xxxxxx LLP between the Assignor named on the signature page hereto ("Assignor") and Xxxxxx Xxxxxx LLP EXHIBIT C Revolving Loan Borrowing Request EXHIBIT D Letter of the Assignee named on the signature page hereto ("Assignee"). Reference is made to the Credit Extension Request EXHIBIT E Form of Revolving Note EXHIBIT F Interest Election Request EXHIBIT G Prepayment Notice EXHIBIT H-1 Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships) EXHIBIT H-2 Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships) EXHIBIT H-3 Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships) EXHIBIT H-4 Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships) SCHEDULE 2.01 Lenders and Commitments SCHEDULE 4.01 Restricted Subsidiaries SCHEDULE 6.01(e) Existing Agreements REVOLVING CREDIT AGREEMENT, Agreement dated as of December 5November __, 2014 2005 (this “as amended or otherwise modified from time to time, the "Credit Agreement”)") among XXXXXXX XXXXX CAPITAL, among COLUMBIA PIPELINE PARTNERS LPas Administrative Agent and Lender and the other Lenders party thereto from time to time and ARC SUN CITY WEST, LLC, ARC ROSWELL, LLC, ARC VEGAS, LLC, ARC TUCSON, LLC, ARC OVERLAND PARK, LLC, ARC MINNETONKA, LLC, ARC DENVER MONACO, LLC, each a Delaware limited partnershipliability company, as Borrower (the “Borrower”)and ARC TANGLEWOOD, NISOURCE INC., a Delaware corporation (“NiSource”), COLUMBIA PIPELINE GROUP, INC., a Delaware corporation (“CPG”), CPG OPCO LPL.P., a Delaware limited partnership (“OpCo”), COLUMBIA ENERGY GROUP, a Delaware corporation (“Columbia”), CPG OPCO GP LLC, a Delaware limited liability company, each as a Guarantor (collectively the “Guarantors”"Borrowers"), the Lead Arrangers and other Lenders financial institutions party thereto from time to time party hereto, the Co-Documentation Agents party hereto, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.time, as Syndication Agent Lenders, and XXXXX FARGO BANKXxxxxxx Xxxxx Capital, NATIONAL ASSOCIATIONa division of Xxxxxxx Xxxxx Business Financial Services Inc., as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement. Assignor and Assignee hereby agree as follows:

ANNEXES, EXHIBITS AND SCHEDULES. ANNEX A Pricing Grid EXHIBIT A Form of Assignment and Assumption EXHIBIT B Form of Opinions Opinion of Xxxxxx & Xxxxxx LLP and Xxxxxx Xxxxxx LLP EXHIBIT C Revolving Loan Borrowing Request EXHIBIT D Letter of Credit Extension Request EXHIBIT E Form of Revolving Note EXHIBIT F Interest Election Request EXHIBIT G Prepayment Notice EXHIBIT H-1 Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships) EXHIBIT H-2 Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships) EXHIBIT H-3 Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships) EXHIBIT H-4 Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships) SCHEDULE 2.01 Lenders and Commitments SCHEDULE 2.04 Existing Letters of Credit SCHEDULE 4.01 Restricted Subsidiaries SCHEDULE 6.01(e) Existing Agreements REVOLVING CREDIT AGREEMENT, dated as of December 5, 2014 (this “Agreement”), among COLUMBIA PIPELINE PARTNERS LPGROUP, INC., a Delaware limited partnershipcorporation, as Borrower (the “Borrower”), NISOURCE INC., a Delaware corporation (“NiSource”), COLUMBIA PIPELINE GROUP, INC., a Delaware corporation (“CPG”), CPG OPCO LP, a Delaware limited partnership (“OpCo”), COLUMBIA ENERGY GROUP, a Delaware corporation (“Columbia”), CPG OPCO GP LLC, a Delaware limited liability company, each as a Guarantor (collectively the “Guarantors”), the Lead Arrangers and other Lenders from time to time party hereto, the Co-Documentation Agents party hereto, THE BANK OF TOKYO-MITSUBISHI UFJCITIBANK, LTD.N.A., as Syndication Agent and XXXXX FARGO JPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).