FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2

FIRST AMENDMENT

TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of February 26, 2013 and is entered into by and among NORTHERN ILLINOIS GAS COMPANY, an Illinois corporation (the “Borrower”), the Lenders party hereto, and SUNTRUST BANK, as Administrative Agent (“Administrative Agent”), and is made with reference to that certain CREDIT AGREEMENT dated as of December 15, 2011 by and among the Borrower, the Lenders party thereto, the Administrative Agent and the other Agents named therein (the “Credit Agreement”).  Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.

RECITALS

WHEREAS, the Borrower has requested that the Required Lenders agree to allow the Borrower to amend Schedule 6.8 of the Credit Agreement as provided for herein; and

WHEREAS, subject to certain conditions, the Required Lenders are willing to agree to allow such amendment.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION I. AMENDMENTS TO CREDIT AGREEMENT

A. Amendment of Schedule 6.8.

Schedule 6.8 of the Credit Agreement is hereby amended and restated in its entirety by replacing the current Schedule 6.8 with the revised Schedule 6.8 attached hereto as Exhibit A.

SECTION II. CONDITIONS TO EFFECTIVENESS

This Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Amendment Effective Date”):

A.           Execution.  The Administrative Agent shall have received (i) a counterpart signature page of this Amendment duly executed by the Borrower and (ii) a counterpart signature page of this Amendment duly executed by such Lenders necessary to constitute the Required Lenders.

B.           Other Fees.  The Administrative Agent shall have received all other fees and other amounts due and payable on or prior to the Amendment Effective Date to the extent invoiced in reasonable detail, including, without limitation, reimbursement or other payment of reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or any other Loan Document.

C.           Necessary Consents.  The Borrower shall have obtained all material consents necessary in connection with the transactions contemplated by this Amendment.

D.           Other Documents.  The Administrative Agent and the Lenders shall have received such other documents, information or agreements regarding the Borrower as the Administrative Agent may reasonably request.

SECTION III. REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, the Borrower represents and warrants to each Lender that the following statements are true and correct in all material respects:

A.           Existence.  Each Group Member is organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

B.           Power; Execution; Enforceable Obligations.

(a)           The Borrower has the corporate power and authority, and the legal right, to make, deliver and perform its obligations under this Amendment, the Credit Agreement (as amended by and/or consented to under this Amendment, the “Amended Agreement”) and the other Loan Documents to which it is a party and to obtain extensions of credit under the Amended Agreement.  The Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment, the Amended Agreement and the other Loan Documents to which it is a party and to authorize the extensions of credit on the terms and conditions of the Amended Agreement.

(b)           This Amendment has been duly executed and delivered on behalf of the Borrower.

(c)           Each of this Amendment, the Amended Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower 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).

C.           No Conflict.  The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of the Amended Agreement and the other Loan Documents do not and will not (i) violate (A) any provision of any law, statute, rule or regulation, or of the certificate or articles of incorporation or partnership agreement, other constitutive documents or by-laws of the Borrower or is Subsidiaries or (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any Contractual Obligation of the Borrower or its Subsidiaries, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this Section III.C., individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, (iii) except as permitted under the Amended Agreement, result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or its Subsidiaries (other than any Liens created under any of the Loan Documents in favor of Administrative Agent on behalf of Lenders), or (iv) require any approval of stockholders or partners or any approval or consent of any Person under any Contractual Obligation of the Borrower or its Subsidiaries, except for such approvals or consents which will be obtained on or before the Amendment Effective Date and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.

D.           Governmental Consents.  No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery by the Borrower of this Amendment and the performance by the Borrower of the Amended Agreement and the other Loan Documents, except for such actions, consents and approvals the failure to obtain or make which could not reasonably be expected to result in a Material Adverse Effect or which have been obtained and are in full force and effect.

E.           Incorporation of Representations and Warranties from Credit Agreement.  The representations and warranties contained in Section 3 of the Amended Agreement are and will be true and correct in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.

F.           Absence of Default.  No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Default.

G.           Release of Claims.  The Borrower has no knowledge of any claims, counterclaims, offsets or defenses to or with respect to its obligations under the Loan Documents, or if the Borrower has any such claims, counterclaims, offsets or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are hereby waived, relinquished and released in consideration of the execution of this Amendment.

SECTION IV. MISCELLANEOUS

A.           Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i)           On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

(ii)           Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii)           The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.

B.           Headings.  Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

C.           Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

D.           Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

[Remainder of this page intentionally left blank.]

SUNTRUST BANK, as Administrative Agent and

a Lender

By:           /s/ Xxxx Xxxxx

Name:  Xxxx Xxxxx

Title:    Director

[Signature Page to First Amendment to Nicor Credit Agreement]

Xxxxx Fargo Bank, National Association, as a Lender

By:          /s/ Xxxxxxx Xxxxxx

Name:  Xxxxxxx Xxxxxx

Title:    Director

[Signature Page to First Amendment to Nicor Credit Agreement]

The Bank of Tokyo-Mitsubishi, UFJ, Ltd., as a Lender

By:           /s/ Xxxx Xxxxxx

Name:  Xxxx Xxxxxx

Title:    Vice President

[Signature Page to First Amendment to Nicor Credit Agreement]

JPMORGAN CHASE BANK, N.A., as a Lender

By:          /s/ Xxxxx X. Xxxxx

Name:   Xxxxx X. Xxxxx

Title:     Vice President

[Signature Page to First Amendment to Nicor Credit Agreement]

 U.S. Bank National Association, as a Lender

 By:         /s/ Xxxx X. Xxxxxxx

Name:  Xxxx X. Xxxxxxx

Title:    Vice President

[Signature Page to First Amendment to Nicor Credit Agreement]

Bank of America, N.A., as a Lender

By:          /s/ Xxxxxxx Xxxxxxx

Name:  Xxxxxxx Xxxxxxx

Title:    Vice President

[Signature Page to First Amendment to Nicor Credit Agreement]

FIFTH THIRD BANK, as a Lender

By:          /s/ Xxxxxxx X. Deere

Name:  Xxxxxxx X. Deere

Title:    Senior Vice President

[Signature Page to First Amendment to Nicor Credit Agreement]

XXXXXXX XXXXX BANK USA, as a Lender

By:          /s/ Xxxxxxxx Xxxxxxx

Name:  Xxxxxxxx Xxxxxxx

Title:    Authorized Signatory

[Signature Page to First Amendment to Nicor Credit Agreement]

XXXXXX XXXXXXX BANK, N.A., as a Lender

By:          /s/ Xxxx Xxxxxxx

Name:  Xxxx Xxxxxxx

Title:    Authorized Signatory

[Signature Page to First Amendment to Nicor Credit Agreement]

THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By:          /s/ Xxxxxxx Main

Name:  Xxxxxxx Main

Title:    Authorized Signatory

[Signature Page to First Amendment to Nicor Credit Agreement]

The Bank of Nova Scotia, as a Lender

By:          /s/ Xxxxx Xxxxxx

Name:  Xxxxx Xxxxxx

Title:    Managing Director

[Signature Page to First Amendment to Nicor Credit Agreement]

The Northern Trust Company, as a Lender

By:          /s/ Xxxxxx Xxxx

Name:  Xxxxxx Xxxx

Title:    Officer

[Signature Page to First Amendment to Nicor Credit Agreement]

The Bank of New York Mellon, as a Lender

By:          /s/ Xxxxxx X. Xxxxxxxxx

Name:  Xxxxxx X. Xxxxxxxxx

Title:    Vice President

[Signature Page to First Amendment to Nicor Credit Agreement]

Branch Banking and Trust Company, as a Lender

By:           /s/ Xxxxxx X. Xxxxxxx

Name:  Xxxxxx X. Xxxxxxx

Title:    Vice President

[Signature Page to First Amendment to Nicor Credit Agreement]

PNC Bank, National Association, as a Lender

By:          /s/ Xxxxx X. Xxxxxxx

Name:  Xxxxx X. Xxxxxxx

Title:    Senior Vice President

[Signature Page to First Amendment to Nicor Credit Agreement]

Exhibit A

SCHEDULE 6.8

AGREEMENTS PROHIBITING OR LIMITING LIENS

1. Indenture dated January 1, 1954, between Commonwealth Edison Company and Continental Illinois National Bank and Trust Company of Chicago, as supplemented from time to time, and as last supplemented by a Supplemental Indenture, dated as of January 25, 2011 to be effective February 1, 2011, between the Borrower and The Bank of New York Mellon Trust Company, N.A., as successor trustee under the Indenture dated as of January 1, 1954, as amended or supplemented from time to time.

2. Amended and Restated Credit Agreement, dated November 10, 2011, among AGL Resources Inc., as Guarantor, AGL Capital Corporation, as Borrower, the Lenders from time to time party thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent and any renewal, extension, refinancing or replacement thereof, 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).

3. 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 17, 2010, and by that certain Second Amendment to Reimbursement Agreement dated August 11, 2011, pursuant to which direct pay letters of credit will be posted to support the $39.0 million bonds due June 1, 2026 issued by New Jersey Economic Development Authority, for which that certain Loan Agreement, dated June 1, 1996, between NUI Utilities, Inc. (f/k/a NUI Corporation) and New Jersey Economic Development Authority, as amended, was executed.  This Reimbursement Agreement shall be terminated on or around March 25, 2013.

4. 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 17, 2010, and by that certain Second Amendment to Reimbursement Agreement dated August 11, 2011, pursuant to which direct pay letters of credit will be posted to support the $54.6 million bonds due June 1, 2032 issued by New Jersey Economic Development Authority, for which that certain 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, was executed.  This Reimbursement Agreement shall be terminated on or around March 25, 2013.

5. Reimbursement Agreement dated as of October 14, 2010, by and among Pivotal Utility Holdings, Inc., as Borrower, AGL Resources Inc., as Guarantor and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent and Lender, as amended by that First Amendment to Reimbursement Agreement dated December 17, 2010, and by that certain Second Amendment to Reimbursement Agreement dated August 11, 2011, pursuant to which direct pay letters of credit will be posted to support the $46.5 million bonds due October 1, 2022 issued by New Jersey Economic Development Authority, for which that certain Loan Agreement, dated May 1, 2005, between Pivotal Utility Holdings, Inc. and New Jersey Economic Development Authority, as amended, was executed.  This Reimbursement Agreement shall be terminated on or around March 25, 2013.

6. Bank Rate Mode Covenants Agreement, dated as of February 26, among AGL Resources Inc., Pivotal Utility Holdings, Inc., the several purchasers from time to time parties thereto and SunTrust Bank, as administrative agent.

7. Note Purchase Agreement dated August 31, 2011, among AGL Capital Corporation, AGL Resources Inc. and the respective purchasers named therein pursuant to which AGL Capital Corporation issued the private placement notes described therein on October 27, 2011.

8. Master Program Agreements, Consent and Assignment Agreements, Loan Agreements or other similar financing documents pursuant to which lending institutions lend money to subsidiaries of AGL Resources Inc. 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 AGL Resources Inc. or its subsidiaries.

[Signature Page to First Amendment to Nicor Credit Agreement]