Bridge Credit Facility

Exhibit 10.2


CREDIT AGREEMENT among AGL RESOURCES INC., as Guarantor, AGL CAPITAL CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, JPMorgan Chase Bank, as Administrative Agent, and Morgan Stanley Senior Funding, Inc., as Syndication Agent Dated as of October 22, 2004 J.P. Morgan Securities Inc. and Morgan Stanley Senior Funding, Inc., Joint Bookrunners and Joint Lead Arrangers


Table of Contents Page SECTION 1. DEFINITIONS 1.1 Defined Terms 1.2 Other Definitional Provisions SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 2.1 Commitments 2.2 Procedure for Borrowing 2.3 Evidence of Debt 2.4 Facility Fees, etc. 2.5 Termination or Reduction of Commitments 2.6 Optional Prepayments 2.7 Commitment Reductions; Mandatory Prepayments 2.8 Conversion and Continuation Options 2.9 Limitations on Eurodollar Tranches 2.10 Interest Rates and Payment Dates 2.11 Computation of Interest and Fees 2.12 Inability to Determine Interest Rate 2.13 Pro Rata Treatment and Payments 2.14 Requirements of Law 2.15 Taxes 2.16 Indemnity 2.17 Change of Lending Office 2.18 Illegality 2.19 Replacement of Lenders SECTION 3. REPRESENTATIONS AND WARRANTIES 3.1 Financial Condition 3.2 No Change 3.3 Existence; Compliance with Law 3.4 Power; Authorization; Enforceable Obligations 3.5 No Legal Bar 3.6 Litigation 3.7 No Default 3.8 Ownership of Property; Liens 3.9 Intellectual Property 3.10 Taxes 3.11 Federal Regulations 3.12 ERISA 3.13 Investment Company Act; Other Regulations 3.14 Subsidiaries 3.15 Use of Proceeds 3.16 Environmental Matters 3.17 Accuracy of Information, etc. 3.18 Solvency 3.19 Status of Loans and Guarantee Agreement 3.20 OFAC 3.21 Patriot Act 3.22 Acquisition Documentation SECTION 4. CONDITIONS PRECEDENT 4.1 Conditions to Effectiveness 4.2 Conditions to Funding SECTION 5. AFFIRMATIVE COVENANTS 5.1 Financial Statements 5.2 Certificates; Other Information 5.3 Payment of Obligations 5.4 Maintenance of Existence; Compliance 5.5 Maintenance of Property; Insurance 5.6 Inspection of Property; Books and Records; Discussions 5.7 Notices 5.8 Environmental Laws 5.9 Maintenance of Ownership SECTION 6. NEGATIVE COVENANTS 6.1 Financial Condition Covenants 6.2 Liens 6.3 Fundamental Changes 6.4 Disposition of Property 6.5 Restricted Payments 6.6 Investments 6.7 Negative Pledge Clauses 6.8 Clauses Restricting Subsidiary Distributions 6.9 Lines of Business and Hedge Activities 6.10 Designation of Subsidiaries 6.11 Amendments to Acquisition Documents 6.12 Most Favored Nation Status SECTION 7. EVENTS OF DEFAULT SECTION 8. THE AGENTS 8.1 Appointment 8.2 Delegation of Duties 8.3 Exculpatory Provisions 8.4 Reliance by Administrative Agent 8.5 Notice of Default 8.6 Non-Reliance on Agents and Other Lenders 8.7 Indemnification 8.8 Agent in Its Individual Capacity 8.9 Successor Administrative Agent 8.10 Syndication Agent SECTION 9. MISCELLANEOUS 9.1 Amendments and Waivers 9.2 Notices 9.3 No Waiver; Cumulative Remedies 9.4 Survival of Representations and Warranties 9.5 Payment of Expenses and Taxes 9.6 Successors and Assigns; Participations and Assignments 9.7 Adjustments; Set-off 9.8 Counterparts 9.9 Severability 9.10 Integration 9.11 GOVERNING LAW 9.12 Submission To Jurisdiction; Waivers 9.13 Acknowledgements 9.14 Confidentiality 9.15 WAIVERS OF JURY TRIAL

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Schedules: Schedule 1.1 - Commitments Schedule 3.9 - Intellectual Property Schedule 3.14 - Subsidiaries Schedule 3.16 - Environmental Matters Schedule 4.1(h) Sources and Uses Schedule 6.2(i) - Existing Liens Schedule 6.7 - Agreements Prohibiting or Limiting Liens Exhibits: Exhibit A - Form of Guarantee Agreement Exhibit B - Form of Compliance Certificate Exhibit C - Form of Closing Certificate Exhibit D - Form of Assignment and Acceptance Exhibit E - Form of Exemption Certificate


509265-1079-02509-NY02.2397727 --

CREDIT AGREEMENT (this " Agreement" ), dated as of October 22, 2004, 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" ), JPMORGAN CHASE BANK, as administrative agent (in such capacity, the " Administrative Agent" ), and MORGAN STANLEY SENIOR FUNDING, INC., as syndication agent (in such capacity, the " Syndication Agent" ). The parties hereto hereby agree as follows: SECTION 1.   DEFINITIONS 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 (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus bd of 1%. For purposes hereof, " Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect at its principal off ice in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank in connection with extensions of credit to debtors). Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective 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 by way of merger of the outstanding Capital Stock of the Target pursuant to the Acquisition Agreement. " Acquisition Agreement" : the Agreement and Plan of Merger, dated as of July 14, 2004, by and among Holdings, Cougar Corporation and the Target. " Acquisition Documentation" : collectively, the Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith. " Acquisition Payment" : as defined in Section 3.15. " Administrative Agent" : JPMorgan Chase Bank, as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors. " 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 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. " Agents" : the collective reference to the Administrative Agent and the Syndication Agent. " Aggregate Exposure" : with respect to any Lender at any time, an amount equal to (a) until the Funding Date, the aggregate amount of such Lender' s Commitment at such time and (b) thereafter, the aggregate then unpaid principal amount of such Lender' s Loans. " Aggregate Exposure Percentage" : with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender' s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time. " Agreement" : as defined in the preamble hereto. " Applicable Margin" : for each Type of Loan, the rate per annum set forth below opposite the Level in effect on such day: Level ABR Loans Eurodollar Loans Level I 0.000% 0.320% Level II 0.000% 0.450% Level III 0.000% 0.600% Level IV 0.000% 0.900% Level V 0.000% 1.150% " 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. " Asset Sale" : any Disposition of Target Property or series of related Dispositions of Target Property (excluding any such Disposition permitted by clause (a), (b), (c) or (d) of Section 6.4) that yields gross proceeds to Holdings or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $100,000,000. " Assets" : with respect to any Person, all or any part of its business, property and assets (including, without limitation, Capital Stock) wherever situated. " Assignee" : as defined in Section 9.6(c). " Assignment and Acceptance" : an Assignment and Acceptance, substantially in the form of Exhibit D . " Assignor" : as defined in Section 9.6(c). " Benefitted Lender" : as defined in Section 9.7(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. " Business" : as defined in Section 3.16(b)." Business Day" : a day other than a Saturday, Sunday or other day on which commercial banks in New York City 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 Stock" : any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a 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-1 by S&P or P-1 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. " Code" : the Internal Revenue Code of 1986, as amended from time to time. " Commitment" : as to any Lender, the obligation of such Lender, if any, to make a Loan 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 , as the same may be reduced from time to time pursuant to the terms hereof. " 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. " Compliance Certificate" : a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B . " Conduit Lender" : any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument, subject to the consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld or delayed); provided , that the designation by any Lender of a Conduit Lender shall not relie ve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents, amendments and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided , further , that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.14, 2.15, 2.16 or 9.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Con duit Lender or (b) be deemed to have any Commitment. " Consolidated Net Worth" : at any date, the aggregate amount of Capital Stock, minority interests, and other equity accounts (including, without limitation, retained earnings and paid in capital) of Holdings and the other Group Members at such date determined on a consolidated basis in accordance with GAAP. " Consolidated Total Debt" : at any date, the aggregate principal amount of all Indebtedness of Holdings and the other Group Members at such date (excluding Indebtedness of the type described in clause (k) of the definition of the term Indebtedness), determined on a consolidated basis in accordance with GAAP. " Continuing Directors" : the directors of Holdings on the Signing Date, after giving effect to the Acquisition, 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. " Default" : any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied. " 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. " Eligible Assignee" : (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 and, unless (x) such Person is taking delivery of an assignment in connection with physical settlement of a credit derivatives transaction or (y) an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed). If the consent of the Borrower to an assignment or to an Eligible Assignee is required hereunder, the Borrower shall be deemed to have given its consent five Busine ss Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower, unless such consent is expressly refused by the Borrower prior to such fifth Business Day. " 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 Issuance" : an issuance or sale by Holdings, the Borrower, or any of their respective Subsidiaries of its Capital Stock, or any warrants, options or similar rights to acquire such Capital Stock, other than issuances and sales to employees, officers and directors in the ordinary course of business pursuant to compensation plans disclosed in public filings made by Holdings with the Securities and Exchange Commission. " ERISA" : the Employee Retirement Income Security Act of 1974, as amended from time to time. " 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 Page 3750 of the Telerate screen 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 Page 3750 of the Telerate screen (or otherwise on such screen), 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 City 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 1/100th of 1%): ___________ Eurodollar Base Rate _______ 1.00 - Eurocurrency Reserve Requirements " 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. " Event of Default" : any of the events specified in Section 7, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied. " Existing Credit Agreement" : the collective reference to (a) the Credit Agreement, dated as of May 26, 2004, among Holdings, the Borrower, the several lenders that are parties thereto, SunTrust Bank, as Administrative Agent, Wachovia Bank, National Association, as Syndication Agent, and the Co-Documentation Agents named therein, as amended by the First Amendment, dated as of September 30, 2004, and (b) Sequent Energy Management, L.P.' s existing $25,000,000 line of credit with JPMorgan Chase Bank and guaranteed by Holdings. " Facility" : the Commitments and the extensions of credit made thereunder. " Facility Fee Rate" : for each day during each quarterly calculation period, a rate per annum set forth below opposite the Level in effect on such day: Level Facility Fee Rate Level I 0.080% Level II 0.100% Level III 0.150% Level IV 0.175% Level V 0.225% " 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 JPMorgan Chase Bank from three federal funds brokers of recognized standing selected by it. " Funding Date" : the date on which the conditions precedent set forth in Section 4.2 shall have been satisfied or waived. " Funding Office" : the office of the Administrative Agent specified in Section 9.2 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" : generally accepted accounting principles 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 Restricted Subsidiaries. " 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 (th e " 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 t he 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. " 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 aged less than 90 days incurred in the ordinary course of such Person' s business), (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 obl igation, (k) all obligations of such Person in respect of Hedge Agreements and (l) 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 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. " 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 ABR Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan, the last day of such Interest Period and (c) as to any Loan, the date of any repayment or prepayment 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 or three 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 or three months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less tha n 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 I ...