Amended Credit Facility

Exhibit 10


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FIRST AMENDMENT TO CREDIT AGREEMENT


THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this " Amendment" ), is made and entered into as of September 30, 2004, by and 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 parties to this Amendment (the " Lenders" ), SUNTRUST BANK, as administrative agent (in such capacity, the " Administrative Agent" ), WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agent (in such capacity, the " Syndication Agent" ), and JPMORGAN CHASE BANK, THE BANK OF TOKYO-MITSUBISHI, LTD. and CALYON NEW YORK BRANCH, as documentation agents (in such capacities, the " Co-Documentation Agents" ).


W I T N E S S E T H :


WHEREAS, Holdings, the Borrower, the Lenders, the Administrative Agent, the Syndication Agent and the Co-Documentation Agents are parties to that certain Credit Agreement, dated as of May 26, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement" ; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement), pursuant to which the Lenders have made certain financial accommodations available to the Borrower; and

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement, and subject to the terms and conditions hereof, the Lenders are willing to do so;

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Borrower, the Lenders and the Administrative Agent agree as follows:


1. Amendments .

(a)


Section 1.1 of the Credit Agreement is hereby amended by replacing the definitions of Applicable Margin, Facility Fee Rate, Revolving Commitment and Revolving Termination Date in their entirety with the following definitions:


" Applicable Margin" : for each Type of Loan, the rate per annum set forth below opposite the Level in effect on such day:


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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%


" 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%


" Revolving Commitment" : as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and to purchase participations in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading " Revolving Commitment" opposite such Lender' s name on Schedule 1.1 or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be increased pursuant to Section 2.22 or otherwise changed from time to time pursuant to the terms hereof. The aggregate principal amount of the Revolving Commitments as of the First Amendment Effective Date is $750,000,000.


" Revolving Termination Date" : September 30, 2009.

(b)


Section 1.1 of the Credit Agreement is hereby amended by adding the following new definition of " First Amendment Effective Date" in the appropriate alphabetical order:


" First Amendment Effective Date" shall mean September 30, 2004.


(c)


Section 2.2 of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:


2.2 Procedure for Revolving Loan Borrowing . The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 a.m., Atlanta time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective lengths of the initial Interest Period therefore. Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,00 0,000 or a whole multiple of $100,000 in excess thereof, and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided , however , that the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.4. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower (or, with respect to Section 3.5, the Issuing Lender) at the Funding Office prior to 12:00 Noon, Atlanta time, on the Borrowing Date requested by or on behalf of the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower (or, with respect to Section 3.5, the Issuing Lender) by the Administrative Agent cr editing the account of the Borrower (or, with respect to Section 3.5, the Issuing Lender) on the books of such Funding Office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent or, at the Borrower's (or, with respect to Section 3.5, the Issuing Lender' s) option, by effecting a wire transfer of such amounts to an account designated by the Borrower (or, with respect to Section 3.5, the Issuing Lender) to the Administrative Agent.

(d)

Section 2.8 of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:


2.8

Optional Prepayments . The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent at least three Business Days prior thereto in the case of Eurodollar Loans and no later than 11:00 a.m. on the date of such prepayment in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.18. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is gi ven, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of the Loans shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof.

(e)


Section 2.21 of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:


2.21

Replacement of Lenders . The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.16 or 2.17(a), (b) requires relief pursuant to Section 2.20 or (c) refuses to consent to certain proposed amendments, modifications, waivers, discharges or terminations with respect to this Agreement that require the consent of all Lenders (or all affected Lenders) pursuant to Section 10.1 and the same have been approved by the Required Lenders, in each case with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Sect ion 2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.16 or 2.17(a) or relief pursuant to Section 2.20, (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender for any amounts owing under Section 2.18 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be an Eligible Assignee, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay to the Lender being replaced all additional amounts (if any) required pursuant to Section 2.16 or 2.17(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. If any circumstances arise which result, or such Lender becomes aware of any circumstances which are expected to result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender's Eurodollar Loans, such Lender shall use its commercially reasonable efforts to notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all steps, if any, it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances; provided that no delay or failure by any Lender to provide any such notice shall affect the obligations of the Borrower hereunder.

(f)


Section 2.22 of the Credit Agreement is hereby amended by replacing subsection (a) thereof in its entirety with the following:


(a)

On not more than one occasion during any calendar year, the Borrower may submit to the Administrative Agent the Borrower' s written request that the Revolving Commitments be increased up to a total amount not to exceed on any such occasion $1,000,000,000 (the requested amount on each such occasion being the " Maximum Revolving Commitments" ), and the Administrative Agent shall promptly give notice of such request to each Lender (the " Revolving Commitment Increase Notice" ). Within fifteen (15) Business Days after its receipt from the Administrative Agent of a Revolving Commitment Increase Notice, each Lender that desir ...