Nicor Inc.
Form 10-K
Exhibit 10.64
FINAL ALLOCATION AGREEMENT
This Final Allocation Agreement (“ Agreement” ) is entered into this 3rd day of January , 200 8 , by and
between Northern Illinois Gas Company d/b/a Nicor Gas Company (“ Nicor” ) and Commonwealth Edison
Company (“ ComEd” ) ( each a “ Utility,” and collectively, the “ Utilities” ), to reflect the Utilities ’ agreement
concerning the final allocation of certain costs relating to particular former manufactured gas plant (“ MGP” ) sites
(“ Sites” ) in Illinois .
WHEREAS, without admitting any l iability, the Utilities entered into an Interim Cooperative Agreement
dated October 28, 1993, and subsequently amended (“ ICA” ), to allow the Utilities to address certain issues at
certain MGP S ites on an interim basis; and
WHEREAS, without admitting any liability, the Utilities have in the past incurred, and expect in the future to
incur, Shared Costs relating to these MGP S ites; and
WHEREAS, the ICA provides for a Final Cost Allocation by negotiation or arbitration; and
WHEREAS, to obtain a Final Cost A llocation pursuant to the ICA, Nicor initiated arbitration that is
currently pending and captioned Northern Illinois Gas Company v. Commonwealth Edison Company ,
CPR File No. G-06-26H (“ Arbitration” ); and
WHEREAS, the parties and the arbitration panel have agreed that the Arbitration shall be stayed pending the
Illinois Commerce Commission ’ s (“ ICC” ) approval of this Agreement; and
WHEREAS, the Utilities entered into a Memorandum of Understanding (“ MOU” ) on July 20, 2007, to
reflect the Utilities ’ agreement in principle concerning the Final Cost Allocation of Shared Costs relating to these
MGP Sites; and
WHEREAS, in the MOU, the Utilities agreed to use their best efforts and to act in good faith promptly to
negotiate and execute this Agreement; and
WHER EAS, the Utilities have reached a n Agreement, as detailed herein;
NOW THEREFORE,