Common use of Pipeline Replacement Clause in Contracts

Pipeline Replacement. See Holdings’ 2009 10-K filing for a detailed discussion of Holdings’ ongoing pipeline replacement efforts throughout Holdings’ subsidiary utility territories. NONE. 1. Indenture, dated December 1, 1989, as amended, between Atlanta Gas Light Company and The Bank of New York Mellon, as successor trustee, pursuant to which Atlanta Gas Light Company issued its medium term notes. 2. Loan Agreement, dated June 1, 1996, between NUI Utilities, Inc. (f/k/a NUI Corporation) and New Jersey Economic Development Authority pursuant to which Pivotal Utility Holdings Inc. (f/k/a NUI Utilities, Inc.) issued $39.0 million bonds, due June 1, 2026, as amended by that certain First Amendment to Loan Agreement, dated September 2, 2010. 3. Loan Agreement, dated December 1, 1998, between NUI Utilities, Inc. (f/k/a NUI Corporation) and New Jersey Economic Development Authority, pursuant to which NUI Utilities issued $40.0 million 5.25% bonds due November 1, 2033. 4. Loan Agreement, dated April 1, 2005, between Pivotal Utility Holdings, Inc. and Brevard County, FL, as amended by that certain First Amendment to Loan Agreement, dated June 1, 2008, and as subsequently to be amended, pursuant to which Pivotal Utility Holdings, Inc. issued $20 million bonds due October 1, 2024. 5. Loan Agreement, dated May 1, 2005, between Pivotal Utility Holdings, Inc. and New Jersey Economic Development Authority, as amended by that certain First Amendment to Loan Agreement, dated June 1, 2008, and as subsequently amended by that certain Second Amendment to Loan Agreement, dated September 1, 2010, pursuant to which Pivotal Utility Holdings, Inc. issued $46.5 million bonds due October 1, 2022. 6. Loan Agreement, dated May 1, 2007, between Pivotal Utility Holdings, Inc. (f/k/a NUI Utilities, Inc. and NUI Corporation) and New Jersey Economic Development Authority, as amended by that certain First Amendment to Loan Agreement, dated June 1, 2008, and as subsequently amended by that certain Second Amendment to Loan Agreement, dated September 1, 2010, pursuant to which NUI Utilities issued $54.6 million bonds due June 1, 2032. 7. Reimbursement Agreement, dated October 14, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and JPMorgan Chase Bank, N.A. as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 2 above was executed. 8. Reimbursement Agreement, dated October 14, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and JPMorgan Chase Bank, N.A. as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 6 above was executed. 9. Reimbursement Agreement, dated October 14, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and The Bank of Tokyo-Mitsubushi UFJ, Ltd., New York Branch, as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 4 above was executed. 10. Reimbursement Agreement, dated October 14, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and The Bank of Tokyo-Mitsubushi UFJ, Ltd., New York Branch, as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 5 above was executed. 11. Master Program Agreements, Consent and Assignment Agreements, Loan Agreements or other similar financing documents pursuant to which lending institutions lend money to subsidiaries of Holdings to finance capital improvements made to departments, instrumentalities, agencies, and other entities of the United States government by such Holdings subsidiaries pursuant to government area-wide contracts, such loans being secured by liens on accounts receivable payable by the U.S. Government to Holdings or Holdings subsidiaries. 12. A $1,050,000,000 senior bridge term loan agreement, currently anticipated to be entered into on or about December 2010, among AGL Resources Inc., as Guarantor, AGL Capital Corporation, as Borrower, the Lenders from time to time party thereto, Xxxxxxx Xxxxx Bank USA, as Administrative Agent, and the other agents party thereto, pursuant to which AGL Capital Corporation will fund, in part, the cash consideration for the acquisition of Nicor Inc., and any renewal, extension, refinancing or replacement thereo, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities or preferred equity) in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents or other lenders and whether provided under a credit or other agreement or an indenture). 13. Credit Agreement, dated as of September 15, 2010, among AGL Resources Inc., AGL Capital Corporation, the Lenders party thereto, Xxxxx Fargo Bank, National Association as Administrative Agent, and the other agents party thereto, as amended by that certain First Amendment to Credit Agreement, dated December 21, 2010.

Pipeline Replacement. See Holdings’ 2009 10-K filing for a detailed discussion of Holdings’ ongoing pipeline replacement efforts throughout Holdings’ subsidiary utility territories. NONE. 1. Indenture, dated December 1, 1989, as amended, between Atlanta Gas Light Company and The Bank of New York Mellon, as successor trustee, pursuant to which Atlanta Gas Light Company issued its medium term notes. 2. Loan Agreement, dated June 1, 1996, between NUI Utilities, Inc. (f/k/a NUI Corporation) and New Jersey Economic Development Authority pursuant to which Pivotal Utility Holdings Inc. (f/k/a NUI Utilities, Inc.) issued $39.0 million bonds, due June 1, 2026, as amended by that certain First Amendment to Loan Agreement, dated September 2, 2010. 3. Loan Agreement, dated December 1, 1998, between NUI Utilities, Inc. (f/k/a NUI Corporation) and New Jersey Economic Development Authority, pursuant to which NUI Utilities issued $40.0 million 5.25% bonds due November 1, 2033. 4. Loan Agreement, dated April 1, 2005, between Pivotal Utility Holdings, Inc. and Brevard County, FL, as amended by that certain First Amendment to Loan Agreement, dated June 1, 2008, and as subsequently to be amended, pursuant to which Pivotal Utility Holdings, Inc. issued $20 million bonds due October 1, 2024. 5. Loan Agreement, dated May 1, 2005, between Pivotal Utility Holdings, Inc. and New Jersey Economic Development Authority, as amended by that certain First Amendment to Loan Agreement, dated June 1, 2008, and as subsequently amended by that certain Second Amendment to Loan Agreement, dated September 1, 2010be amended, pursuant to which Pivotal Utility Holdings, Inc. issued $46.5 million bonds due October 1, 2022. 6. Loan Agreement, dated May 1, 2007, between Pivotal Utility Holdings, Inc. (f/k/a NUI Utilities, Inc. and NUI Corporation) and New Jersey Economic Development Authority, as amended by that certain First Amendment to Loan Agreement, dated June 1, 2008, and as subsequently amended by that certain Second Amendment to Loan Agreement, dated September 1, 2010be amended, pursuant to which NUI Utilities issued $54.6 million bonds due June 1, 2032. 7. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and JPMorgan Chase Bank, N.A. as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 2 above was executed. 8. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and JPMorgan Chase Bank, N.A. as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 6 above was executed. 9. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and The Bank of Tokyo-Mitsubushi UFJ, Ltd., New York Branch, as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 4 above was executed. 10. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and The Bank of Tokyo-Mitsubushi UFJ, Ltd., New York Branch, as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 5 above was executed. 11. Master Program Agreements, Consent and Assignment Agreements, Loan Agreements or other similar financing documents pursuant to which lending institutions lend money to subsidiaries of Holdings to finance capital improvements made to departments, instrumentalities, agencies, and other entities of the United States government by such Holdings subsidiaries pursuant to government area-wide contracts, such loans being secured by liens on accounts receivable payable by the U.S. Government to Holdings or Holdings subsidiaries. 12. A $1,050,000,000 senior bridge term loan agreement, currently anticipated to be entered into on or about December 2010, among AGL Resources Inc., as Guarantor, AGL Capital Corporation, as Borrower, the Lenders from time to time party thereto, Xxxxxxx Xxxxx Bank USA, as Administrative Agent, and the other agents party thereto, pursuant to which AGL Capital Corporation will fund, in part, the cash consideration for the acquisition of Nicor Inc., and any renewal, extension, refinancing or replacement thereo, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities or preferred equity) in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents or other lenders and whether provided under a credit or other agreement or an indenture). 13. Credit Agreement, dated as of September 15, 2010, among AGL Resources Inc., AGL Capital Corporation, the Lenders party thereto, Xxxxx Fargo JPMorgan Chase Bank, National Association as Administrative AgentN.A. 10 X Xxxxxxxx Xx. Mail code IL1-0874 Cxxxxxx, and the other agents party theretoXX 00000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Attention: Lxxx Xxxxxxx With a copy to: JPMorgan Chase Bank, as amended by that certain First Amendment to Credit Agreement, dated December 21, 2010.N.A.

Pipeline Replacement. See Holdings’ 2009 10-K filing for a detailed discussion of Holdings’ ongoing pipeline replacement efforts throughout Holdings’ subsidiary utility territories. NONE. 1. Indenture, dated December 1, 1989, as amended, between Atlanta Gas Light Company and The Bank of New York Mellon, as successor trustee, pursuant to which Atlanta Gas Light Company issued its medium term notes. 2. Loan Agreement, dated June 1, 1996, between NUI Utilities, Inc. (f/k/a NUI Corporation) and New Jersey Economic Development Authority pursuant to which Pivotal Utility Holdings Inc. (f/k/a NUI Utilities, Inc.) issued $39.0 million bonds, due June 1, 2026, as amended by that certain First Amendment to Loan Agreement, dated September 2, 2010. 3. Loan Agreement, dated December 1, 1998, between NUI Utilities, Inc. (f/k/a NUI Corporation) and New Jersey Economic Development Authority, pursuant to which NUI Utilities issued $40.0 million 5.25% bonds due November 1, 2033. 4. Loan Agreement, dated April 1, 2005, between Pivotal Utility Holdings, Inc. and Brevard County, FL, as amended by that certain First Amendment to Loan Agreement, dated June 1, 2008, and as subsequently to be amended, pursuant to which Pivotal Utility Holdings, Inc. issued $20 million bonds due October 1, 2024. 5. Loan Agreement, dated May 1, 2005, between Pivotal Utility Holdings, Inc. and New Jersey Economic Development Authority, as amended by that certain First Amendment to Loan Agreement, dated June 1, 2008, and as subsequently amended by that certain Second Amendment to Loan Agreement, dated September 1, 2010be amended, pursuant to which Pivotal Utility Holdings, Inc. issued $46.5 million bonds due October 1, 2022. 6. Loan Agreement, dated May 1, 2007, between Pivotal Utility Holdings, Inc. (f/k/a NUI Utilities, Inc. and NUI Corporation) and New Jersey Economic Development Authority, as amended by that certain First Amendment to Loan Agreement, dated June 1, 2008, and as subsequently amended by that certain Second Amendment to Loan Agreement, dated September 1, 2010be amended, pursuant to which NUI Utilities issued $54.6 million bonds due June 1, 2032. 7. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and JPMorgan Chase Bank, N.A. as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 2 above was executed. 8. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and JPMorgan Chase Bank, N.A. as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 6 above was executed. 9. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and The Bank of Tokyo-Mitsubushi UFJ, Ltd., New York Branch, as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 4 above was executed. 10. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and The Bank of Tokyo-Mitsubushi UFJ, Ltd., New York Branch, as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 5 above was executed. 11. Master Program Agreements, Consent and Assignment Agreements, Loan Agreements or other similar financing documents pursuant to which lending institutions lend money to subsidiaries of Holdings to finance capital improvements made to departments, instrumentalities, agencies, and other entities of the United States government by such Holdings subsidiaries pursuant to government area-wide contracts, such loans being secured by liens on accounts receivable payable by the U.S. Government to Holdings or Holdings subsidiaries. The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch 1000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile No. 12. : (000) 000-0000 or (000) 000-0000 Telephone No.: (000) 000-0000 or (000) 000-0000 Attention: International Operations Dept./Standby LC Section Attention: Jaya Angara, AVP EXHIBIT A $1,050,000,000 senior bridge term loan agreement[Attached] EXHIBIT B This Compliance Certificate is delivered pursuant to Section 3.1(v) of the Reimbursement Agreement, currently anticipated to be entered into on or about December dated as of October 14, 2010, by and among Pivotal Utility Holdings, Inc. (the “Applicant”), AGL Resources Inc., as Guarantor, AGL Capital Corporation, as Borrowerguarantor, the Lenders Banks from time to time party theretothereto and The Bank of Tokyo-Mitsubishi UFJ, Xxxxxxx Xxxxx Bank USALtd., New York Branch, as administrative agent (the “Administrative Agent”), pertaining to the $46,500,000 Gas Facilities Refunding Revenue Bonds (Pivotal Utility Holdings, Inc. Project) Series 2005 (the “Reimbursement Agreement”). Capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Reimbursement Agreement. The undersigned, being the Treasurer of the Applicant, hereby certifies to the Administrative Agent, the Issuing Bank and the other agents party theretoBanks as follows: 1. The Applicant has performed and observed all of the terms, pursuant covenants, agreements and conditions of the Reimbursement Agreement to which AGL Capital Corporation will fundbe performed or observed on or before the date hereof; 2. I have no knowledge of any Default or Event of Default, except as set forth below; and 3. To the best of my knowledge, the Applicant is in compliance with all Requirements of Law. Described below are the exceptions, if any, to paragraph 2 by listing, in partdetail, the cash consideration for nature of the acquisition of Nicor Inc., and any renewal, extension, refinancing condition or replacement thereo, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities or preferred equity) in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents or other lenders and whether provided under a credit or other agreement or an indenture). 13. Credit Agreement, dated as of September 15, 2010, among AGL Resources Inc., AGL Capital Corporationevent, the Lenders party thereto, Xxxxx Fargo Bank, National Association as Administrative Agent, period during which it has existed and the other agents party theretoaction which the Applicant has taken, as amended by that certain First Amendment is taking, or proposes to Credit Agreement, dated December 21, 2010.take with respect to each such condition or event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

Pipeline Replacement. See Holdings’ 2009 10-K filing for a detailed discussion of Holdings’ ongoing pipeline replacement efforts throughout Holdings’ subsidiary utility territories. NONE. 1. Indenture, dated December 1, 1989, as amended, between Atlanta Gas Light Company and The Bank of New York Mellon, as successor trustee, pursuant to which Atlanta Gas Light Company issued its medium term notes. 2. Loan Agreement, dated June 1, 1996, between NUI Utilities, Inc. (f/k/a NUI Corporation) and New Jersey Economic Development Authority pursuant to which Pivotal Utility Holdings Inc. (f/k/a NUI Utilities, Inc.) issued $39.0 million bonds, due June 1, 2026, as amended by that certain First Amendment to Loan Agreement, dated September 2, 2010. 3. Loan Agreement, dated December 1, 1998, between NUI Utilities, Inc. (f/k/a NUI Corporation) and New Jersey Economic Development Authority, pursuant to which NUI Utilities issued $40.0 million 5.25% bonds due November 1, 2033. 4. Loan Agreement, dated April 1, 2005, between Pivotal Utility Holdings, Inc. and Brevard County, FL, as amended by that certain First Amendment to Loan Agreement, dated June 1, 2008, and as subsequently to be amended, pursuant to which Pivotal Utility Holdings, Inc. issued $20 million bonds due October 1, 2024. 5. Loan Agreement, dated May 1, 2005, between Pivotal Utility Holdings, Inc. and New Jersey Economic Development Authority, as amended by that certain First Amendment to Loan Agreement, dated June 1, 2008, and as subsequently amended by that certain Second Amendment to Loan Agreement, dated September 1, 2010be amended, pursuant to which Pivotal Utility Holdings, Inc. issued $46.5 million bonds due October 1, 2022. 6. Loan Agreement, dated May 1, 2007, between Pivotal Utility Holdings, Inc. (f/k/a NUI Utilities, Inc. and NUI Corporation) and New Jersey Economic Development Authority, as amended by that certain First Amendment to Loan Agreement, dated June 1, 2008, and as subsequently amended by that certain Second Amendment to Loan Agreement, dated September 1, 2010be amended, pursuant to which NUI Utilities issued $54.6 million bonds due June 1, 2032. 7. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and JPMorgan Chase Bank, N.A. as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 2 above was executed. 8. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and JPMorgan Chase Bank, N.A. as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 6 above was executed. 9. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and The Bank of Tokyo-Mitsubushi UFJ, Ltd., New York Branch, as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 4 above was executed. 10. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and The Bank of Tokyo-Mitsubushi UFJ, Ltd., New York Branch, as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 5 above was executed. 11. Master Program Agreements, Consent and Assignment Agreements, Loan Agreements or other similar financing documents pursuant to which lending institutions lend money to subsidiaries of Holdings to finance capital improvements made to departments, instrumentalities, agencies, and other entities of the United States government by such Holdings subsidiaries pursuant to government area-wide contracts, such loans being secured by liens on accounts receivable payable by the U.S. Government to Holdings or Holdings subsidiaries. The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch 1000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile No. 12. A $1,050,000,000 senior bridge term loan agreement: (000) 000-0000 or (000) 000-0000 Telephone No.: (000) 000-0000 or (000) 000-0000 Attention: International Operations Dept./Standby LC Section Attention: Jaya Angara, currently anticipated AVP [Attached] This Compliance Certificate is delivered pursuant to be entered into on or about December Section 3.1(v) of the Reimbursement Agreement, dated as of October 14, 2010, by and among Pivotal Utility Holdings, Inc. (the “Applicant”), AGL Resources Inc., as Guarantor, AGL Capital Corporation, as Borrowerguarantor, the Lenders Banks from time to time party theretothereto and The Bank of Tokyo-Mitsubishi UFJ, Xxxxxxx Xxxxx Bank USALtd., New York Branch, as administrative agent (the “Administrative Agent”), pertaining to the $20,000,000 Industrial Development Refunding Revenue Bonds (Pivotal Utility Holdings, Inc. Project) Series 2005 (the “Reimbursement Agreement”). Capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Reimbursement Agreement. The undersigned, being the Treasurer of the Applicant, hereby certifies to the Administrative Agent, the Issuing Bank and the other agents party theretoBanks as follows: 1. The Applicant has performed and observed all of the terms, pursuant covenants, agreements and conditions of the Reimbursement Agreement to which AGL Capital Corporation will fundbe performed or observed on or before the date hereof; 2. I have no knowledge of any Default or Event of Default, except as set forth below; and 3. To the best of my knowledge, the Applicant is in compliance with all Requirements of Law. Described below are the exceptions, if any, to paragraph 2 by listing, in partdetail, the cash consideration for nature of the acquisition of Nicor Inc., and any renewal, extension, refinancing condition or replacement thereo, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities or preferred equity) in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents or other lenders and whether provided under a credit or other agreement or an indenture). 13. Credit Agreement, dated as of September 15, 2010, among AGL Resources Inc., AGL Capital Corporationevent, the Lenders party thereto, Xxxxx Fargo Bank, National Association as Administrative Agent, period during which it has existed and the other agents party theretoaction which the Applicant has taken, as amended by that certain First Amendment is taking, or proposes to Credit Agreement, dated December 21, 2010.take with respect to each such condition or event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

Pipeline Replacement. See Holdings’ 2009 10-K filing for a detailed discussion of Holdings’ ongoing pipeline replacement efforts throughout Holdings’ subsidiary utility territories. NONE.SCHEDULE 6.2(i) SCHEDULE 6.8 1. Indenture, dated December 1, 1989, as amended, between Atlanta Gas Light Company and The Bank of New York Mellon, as successor trustee, pursuant to which Atlanta Gas Light Company issued its medium term notes. 2. Loan Agreement, dated June 1, 1996, between NUI Utilities, Inc. (f/k/a NUI Corporation) and New Jersey Economic Development Authority pursuant to which Pivotal Utility Holdings Inc. (f/k/a NUI Utilities, Inc.) issued $39.0 million bonds, due June 1, 2026, as amended by that certain First Amendment to Loan Agreement, dated September 2, 2010. 3. Loan Agreement, dated December 1, 1998, between NUI Utilities, Inc. (f/k/a NUI Corporation) and New Jersey Economic Development Authority, pursuant to which NUI Utilities issued $40.0 million 5.25% bonds due November 1, 2033. 4. Loan Agreement, dated April 1, 2005, between Pivotal Utility Holdings, Inc. and Brevard County, FL, as amended by that certain First Amendment to Loan Agreement, dated June 1, 2008, and as subsequently to be amended, pursuant to which Pivotal Utility Holdings, Inc. issued $20 million bonds due October 1, 2024. 5. Loan Agreement, dated May 1, 2005, between Pivotal Utility Holdings, Inc. and New Jersey Economic Development Authority, as amended by that certain First Amendment to Loan Agreement, dated June 1, 2008, and as subsequently amended by that certain Second Amendment to Loan Agreement, dated September 1, 2010be amended, pursuant to which Pivotal Utility Holdings, Inc. issued $46.5 million bonds due October 1, 2022. 6. Loan Agreement, dated May 1, 2007, between Pivotal Utility Holdings, Inc. (f/k/a NUI Utilities, Inc. and NUI Corporation) and New Jersey Economic Development Authority, as amended by that certain First Amendment to Loan Agreement, dated June 1, 2008, and as subsequently amended by that certain Second Amendment to Loan Agreement, dated September 1, 2010be amended, pursuant to which NUI Utilities issued $54.6 million bonds due June 1, 2032. 7. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and JPMorgan Chase Bank, N.A. as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 2 above was executed. 8. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and JPMorgan Chase Bank, N.A. as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 6 above was executed. 9. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and The Bank of Tokyo-Mitsubushi UFJ, Ltd., New York Branch, as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 4 above was executed. 10. Reimbursement Agreement, Agreement to be executed and dated October 14no later than December 31, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and The Bank of Tokyo-Mitsubushi UFJ, Ltd., New York Branch, as Administrative Agent and Lender, as amended by that certain First Amendment to Reimbursement Agreement, dated December 21, 2010, pursuant to which direct pay letters of credit will be posted to support the bonds for which the Loan Agreement referred to in item 5 above was executed. 11. Master Program Agreements, Consent and Assignment Agreements, Loan Agreements or other similar financing documents pursuant to which lending institutions lend money to subsidiaries of Holdings to finance capital improvements made to departments, instrumentalities, agencies, and other entities of the United States government by such Holdings subsidiaries pursuant to government area-wide contracts, such loans being secured by liens on accounts receivable payable by the U.S. Government to Holdings or Holdings subsidiaries. 12. A $1,050,000,000 senior bridge term loan agreement, currently anticipated to be entered into on or about December 2010, among AGL Resources Inc., as Guarantor, AGL Capital Corporation, as Borrower, the Lenders from time to time party thereto, Xxxxxxx Xxxxx Bank USA, as Administrative Agent, and the other agents party thereto, pursuant to which AGL Capital Corporation will fund, in part, the cash consideration for the acquisition of Nicor Inc., and any renewal, extension, refinancing or replacement thereo, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities or preferred equity) in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents or other lenders and whether provided under a credit or other agreement or an indenture). 13. Credit Agreement, dated as of September 15, 2010, among AGL Resources Inc., AGL Capital Corporation, the Lenders party thereto, Xxxxx Fargo Bank, National Association as Administrative Agent, and the other agents party thereto, as amended by that certain First Amendment to Credit Agreement, dated December 21, 2010.