Exhibit
10.23
   CREDIT
AGREEMENT
  This Credit Agreement (this “Agreement”) is dated
as of October 2, 2009, and is by and between THE LACLEDE GROUP, INC., a
Missouri corporation (“Borrower”), and BANK OF AMERICA, N.A. (“Lender”).
  SECTION
1.  DEFINITIONS.
 
 1.01. Definitions. In
addition to the terms defined elsewhere in this Agreement or in any Exhibit or
Schedule hereto, when used in this Agreement, the following terms shall have the
following meanings (such meanings shall be equally applicable to the singular
and plural forms of the terms used, as the context requires):
  Acquisition shall mean any
transaction or series of related transactions, consummated on or after the date
of this Agreement, by which Borrower or any Subsidiary directly or indirectly
(a) acquires all or substantially all of the assets comprising one or more
business units of any other Person at a purchase price of $5,000,000 or more,
whether through purchase of assets, merger or otherwise or (b) acquires (in
one transaction or as the most recent transaction in a series of transactions)
at least (i) a majority (in number of votes) of the stock and/or other
securities of a corporation having ordinary voting power for the election of
directors (other than stock and/or other securities having such power only by
reason of the happening of a contingency), (ii) a majority (by percentage
of voting power) of the outstanding partnership interests of a partnership,
(iii) a majority (by percentage of voting power) of the outstanding
membership interests of a limited liability company or (iv) a majority of
the ownership interests in any organization or entity other than a corporation,
partnership or limited liability company.
  Adjusted Base Rate shall mean
the Base Rate plus the Applicable
Base Margin. The Adjusted Base Rate shall be adjusted automatically on and as of
the effective date of any change in the Base Rate and/or the Applicable Base
Margin.
  Applicable Commitment Fee Rate
shall mean an annual rate equal to 25/100 Percent (0.25%).
  Applicable LIBOR
Margin shall mean an annual rate equal to One and One-Half Percent
(1.50%).
  Applicable Base
Margin shall mean an annual rate equal to One and One-Half Percent
(1.50%).
  Base Rate shall mean
the BBA LIBOR Daily Floating Rate.  The Base Rate shall be adjusted
automatically on and as of the effective date of any change in the BBA LIBOR
Daily Floating Rate.
  Base Rate Loan shall
mean any portion of a Loan bearing interest based on the Adjusted Base
Rate.
  BBA LIBOR shall mean
the British Bankers Association LIBOR Rate, as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as selected by
Lender from time to time).
   1
  
 BBA LIBOR Daily
Floating Rate shall mean a fluctuating rate of interest which can change
on each Business Day.  The rate will be adjusted on each Business Day
to equal the BBA LIBOR for U.S. Dollar deposits for delivery on the date in
question for a one month term beginning on that date.  The Bank will
use the BBA LIBOR as determined at approximately 11:00 a.m. London time two (2)
London Banking Days prior to the date in question, as adjusted from time to time
in Lender’s sole discretion for reserve requirements, deposit insurance
assessment rates and other regulatory costs.  If such rate is not
available at such time for any reason, then the rate will be determined by such
alternate method as reasonably selected by Lender.
 
 Borrower’s
Obligations shall mean any and all present and future indebtedness
(principal, interest, fees, collection costs and expenses, attorneys’ fees and
other amounts), liabilities and obligations (including, without limitation,
indemnity obligations) of Borrower to Lender evidenced by or arising under or in
respect of this Agreement, the Note and/or any of the other Transaction
Documents, including, without limitation, any reimbursement obligations of the
Borrower in respect of Letters of Credit, all obligations of Borrower which are
owed to Lender or any affiliateof Lender under any Swap
Contract, and all other liabilities and obligations owed by Borrower to Lender
from time to time, howsoever created, arising or evidenced, whether direct or
indirect, joint or several, absolute or contingent, now or hereafter existing,
or due or to become due, together with any and all renewals, extensions,
restatements or replacements of any of the foregoing.
 
 Business
Day shall mean any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close, or are in fact closed, in the
state where Lender’s lending office is located, and, if such day relates to
amounts bearing interest at an offshore rate (if any), means any such day on
which dealings in dollar deposits are conducted among banks in the offshore
dollar interbank market.
 
 Charter
Documents shall mean: the articles or certificate of incorporation and
bylaws of a corporation; the certificate of limited partnership and partnership
agreement of a limited partnership; the partnership agreement of a general
partnership; the articles of organization and operating agreement of a limited
liability company; or the indenture of a trust.
 
 Consolidated
Capitalization shall mean, as of the date of any determination thereof,
the sum of Consolidated Debt as of such date, plus Consolidated Net
Worth as of such date, all determined on a consolidated basis and in accordance
with GAAP.
 
 Consolidated
Capitalization Ratio shall mean, as of the date of any determination
thereof, the ratio (expressed as a percentage) of Consolidated Debt as of such
date to Consolidated Capitalization as of such date, all determined on a
consolidated basis and in accordance with GAAP.
 
 Consolidated Debt
shall mean, as of the date of any determination thereof, all Debt of Borrower
and its Subsidiaries as of such date, determined on a consolidated basis and in
accordance with GAAP.
 
 Consolidated
Net Worth shall mean, as of the date of any determination thereof, the
amount of the capital stock accounts (net of treasury stock, at cost) of
Borrower and its Subsidiaries as of such date plus (or minus in the case of a
deficit) the surplus and retained earnings of Borrower and its Subsidiaries as
of such date, all determined on a consolidated basis and in accordance with
GAAP.
   2
  
 Contingent
Liabilities of a Person shall mean any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, or contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes
liable upon the obligation or liability of any other Person, or agrees to
maintain the net worth or working capital or the financial condition of any
other Person; but does not include (A) the endorsement by a Person of
instruments for deposit or collection in the ordinary course of business, (B)
the liability of a general partner of a partnership for obligations of such
partnership, (C) the Debt hereunder and the Debt under the UMB Agreement, and
(D) guaranties of purchases by Laclede Energy of natural gas in the ordinary
course of Laclede Energy’s business.
 
 Debt
shall mean, as of the date of determination thereof, the sum of (a) all
indebtedness, liabilities and/or obligations of Borrower or any of its
Subsidiaries for borrowed money or that have been incurred in connection with
the purchase or other acquisition of property (other than unsecured trade
accounts payable incurred in the ordinary course of business), plus (b) all
leases of property, whether real and/or personal, by Borrower or any of its
Subsidiaries as lessee(s), that in accordance with GAAP are required to be
capitalized on the balance sheet of such entity, plus (c) the
aggregate undrawn face amount of all letters of credit and/or surety bonds
issued for the account and/or upon the application of Borrower or any of its
Subsidiaries together with all unreimbursed drawings with respect thereto, plus (d) all
guarantees by Borrower or any of its Subsidiaries of Debt of other Persons (but
not including any guarantees of Debt of Borrower or any of its
Subsidiaries).
 
 Default
shall mean any event or condition the occurrence of that would, with the lapse
of time or the giving of notice or both, become an Event of
Default.
 
 Event of
Default shall have the meaning ascribed thereto in
Section 6.
 
 GAAP
shall mean, at any time, generally accepted accounting principles at such time
in the United States.
 
 Guarantor shall mean
Laclede Energy.
 
 Guaranty
shall mean the Guaranty dated as of the date hereof, executed by Laclede Energy
in favor of Lender.
 
 Indemnified
Liabilities shall have the meaning ascribed thereto in Section
7.04.
 
 Interest
Period shall mean with respect to each LIBOR Loan: (a) initially, the
period commencing and ending on the dates selected by Borrower in the applicable
Interest Rate Selection Notice pursuant to and in accordance with Section 2.04;
and (b) thereafter, each period commencing on the last day of the immediately
preceding Interest Period applicable to such LIBOR Loan and ending on the date
elected by Borrower in the applicable Interest Rate Selection Notice for such
period pursuant to and in accordance with Section 2.04.
 
 Interest Rate
Selection Notice shall have the meaning ascribed thereto in Section
2.04(e).
 
 Investment shall mean
any investment (including, without limitation, any loan or advance) of Borrower
or any Subsidiary in or to any Person, whether payment therefor is made in cash
or capital stock or other equity interests of Borrower or any Subsidiary, and
whether such investment is by acquisition of stock or other equity interests or
Debt, or by loan, advance, transfer of property out of the ordinary course of
business, capital contribution, equity or profit sharing interest, extension of
credit on terms other than those normal in the ordinary course of business or
otherwise.
   3
 
 Laclede
Energy shall mean Laclede Energy Resources, Inc., a Missouri corporation,
and a Subsidiary of Borrower.
 
 Lender’s
Revolving Credit Commitment shall mean the sum of Forty Million Dollars
($40,000,000).
 
 Letter of
Credit and Letters of Credit
shall have the meanings ascribed to these terms in
Section 2.18(a).
 
 Letter of
Credit Application shall mean Lender’s standard form of application and
agreement for irrevocable standby letter of credit, or Lender’s standard form of
application and agreement for irrevocable commercial letter of credit, as the
case may be, in either case executed by Borrower, or a Subsidiary of Borrower,
as applicant and account party, and delivered to Lender pursuant to
Section 2.18(a), as the same may from time to time be amended, modified,
extended, renewed or restated.
 
 LGC
shall mean Laclede Gas Company, a Missouri corporation, and a Subsidiary of
Borrower.
 
 LIBOR Banking
Day shall mean a day other than a Saturday or a Sunday on which banks are
open for business in New York and London and dealing in offshore
dollars.
 
 LIBOR
Loan shall mean any portion of the Loan bearing interest based on the
LIBOR Rate.
 
 LIBOR
Rate shall mean the interest rate determined by the following formula
(all amounts in the calculation will be determined by Lender as of the first day
of the Interest Period):
  LIBOR
Rate =   London Inter-Bank Offered
Rate    +    Applicable LIBOR
Margin
 (1.00
- Reserve Percentage)
  The
LIBOR Rate shall be adjusted automatically on and as of the effective date of
any change in the Reserve Percentage and/or the Applicable LIBOR
Margin.
 
 Loan and
Loans shall
have the meaning ascribed thereto in Section 2.01(a).
 
 Loan
Party shall mean each of Borrower and each Subsidiary (including, without
limitation, Laclede Energy) but excluding LGC.
 
 London Banking
Day shall mean a day on which banks in London are open for business and
dealing in offshore dollars.
 
 London
Inter-Bank Offered Rate shall mean, for any applicable Interest Period,
the rate per annum equal to BBA LIBOR at approximately 11:00 a.m. London time
two (2) London Banking Days before the commencement of the Interest Period, for
U.S. Dollar deposits (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period.  If such rate is not
available at such time for any reason, then the rate for that Interest Period
will be determined by such alternate method as reasonably selected by
Lender.
   4
 
 Material
Adverse Effect shall mean (a) a material adverse effect on the
properties, assets, liabilities, business, operations, income or condition
(financial or otherwise) of Borrower and its Subsidiaries taken as a whole,
(b) material impairment of Borrower’s ability to perform any of its
obligations under this Agreement, the Note or any of the other Transaction
Documents, or (c) material impairment of the enforceability of the rights of, or
benefits available to, Lender under this Agreement, the Note or any of the other
Transaction Documents.
 
 Note
shall have the meaning ascribed thereto in Section 2.03(a).
 
 Notice of
Borrowing shall have the meaning ascribed thereto in
Section 2.02(a).
 
 Other
Taxes shall have the meaning ascribed thereto in
Section 2.19(b).
 
 Permitted
Investment shall mean any Investment or Acquisition, or any expenditure
or any incurrence of any liability to make any expenditure for an Investment or
Acquisition, other than (a) any Investment or Acquisition the result of
which would be to change substantially the nature of the business engaged in by
Borrower and its Subsidiaries, (b) any Investment that is in the nature of
a hostile or contested Acquisition, and (c) any Investment that would
result in a Default or Event of Default; provided, that it is expressly agreed
that all Investments under Borrower’s or Subsidiaries’ commodity risk management
programs are Permitted Investments.
 
 Person
shall mean any individual, sole proprietorship, partnership, joint venture,
limited liability company, trust, unincorporated organization, association,
corporation, institution, entity or government (whether national, Federal,
state, county, city, municipal or otherwise, including, without limitation, any
instrumentality, division, agency, body or department thereof).
 
 Regulation D
shall mean Regulation D of the Board of Governors of the Federal Reserve
System, as amended.
 
 Regulatory
Change shall have the meaning ascribed thereto in
Section 2.12.
 
 Reserve
Percentage shall mean the total of the maximum reserve percentages for
determining the reserves to be maintained by member banks of the Federal Reserve
System for Eurocurrency Liabilities, as defined in Federal Reserve Board
Regulation D, rounded upward to the nearest 1/100 of one percent.  The
percentage will be expressed as a decimal, and will include, but not be limited
to, marginal, emergency, supplemental, special, and other reserve
percentages.
 
 Revolving
Credit Period shall mean the period commencing on the date of this
Agreement and ending October 1, 2010; provided, however, that the Revolving
Credit Period shall end on the date the Lender’s Revolving Credit Commitment is
terminated pursuant to Section 6 or otherwise.
 
 Subsidiary shall mean
any corporation or other entity of which more than Fifty Percent (50%) of the
issued and outstanding capital stock or other equity interests entitled to vote
for the election of directors or persons performing similar functions (other
than by reason of default in the payment of dividends or other distributions) is
at the time owned directly or indirectly by Borrower or any
Subsidiary.
 
 Swap
Contract shall mean any interest rate, credit, commodity or equity swap,
cap, floor, collar, forward foreign exchange transaction, currency swap, cross
currency rate swap, currency option, securities puts, calls, collars, options or
forwards or any combination of, or option with respect to, these or similar
transactions now or hereafter entered into between Borrower and Lender or an
affiliate thereof.
   5
 
 Taxes
shall have the meaning ascribed thereto in Section 2.19(a).
 
 Total Revolving
Credit Outstandings shall mean, as of any date, the sum of (a) the
aggregate principal amount of all Loans outstanding as of such date, plus (b) the
aggregate undrawn face amount of all Letters of Credit outstanding as of such
date plus
(c) all unreimbursed drawings with respect to all Letters of
Credit.
 
 Transaction
Documents shall mean this Agreement, the Note and any and all other
agreements, documents and instruments heretofore, now or hereafter delivered to
Lender with respect to or in connection with or pursuant to this Agreement, any
Loans made hereunder or any of the other Borrower’s Obligations, and executed by
or on behalf of Borrower, all as the same may from time to time be amended,
modified, extended, renewed or restated.
 
 UMB
Agreement shall mean the Credit Agreement by and between Borrower and UMB
Bank, National Association, executed on the date hereof or within thirty (30)
days following the date hereof, as amended, modified or restated from time to
time.
  SECTION
2.  LOANS.
 
 2.01. Loans.
 
 (a)  Subject
to the terms and conditions set forth in this Agreement and so long as no
Default or Event of Default has occurred and is continuing, during the Revolving
Credit Period, Lender agrees to make such loans to Borrower (individually, a
“Loan” and
collectively, the “Loans”) as Borrower
may from time to time request pursuant to Section 2.02. Each Loan under
this Section 2.01(a) which is a Base Rate Loan shall be for an aggregate
principal amount of at least $50,000.00 or any larger multiple of $10,000.00.
Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an
aggregate principal amount of at least $500,000.00 or any larger multiple of
$250,000.00; provided, that Borrower may not have outstanding and Lender shall
not be obligated to make more than six (6)LIBOR Loans at any one
time. The aggregate principal amount of Loans that Lender shall be required to
have outstanding under this Agreement as of any date shall not exceed the amount
of Lender’s Revolving Credit Commitment as of such date. Within the foregoing
limits, Borrower may borrow under this Section 2.01(a), repay according to
Section 2.09, prepay under Section 2.08 and reborrow at any time during the
Revolving Credit Period under this Section 2.01(a). All Loans not paid
prior to the last day of the Revolving Credit Period, together with all accrued
and unpaid interest thereon and all fees and other amounts owing by Borrower to
Lender with respect thereto, shall be due and payable on the last day of the
Revolving Credit Period.
 
 (b)  If the
amount of Lender’s Revolving Credit Commitment on any date is less than the
Total Revolving Credit Outstandings on such date, whether as a result of
Borrower’s election to decrease the amount of Lender’s Revolving Credit
Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be
automatically required (without demand or notice of any kind by Lender, all of
which are hereby expressly waived by Borrower) to immediately repay the Loans in
an amount sufficient to reduce the amount of the Total Revolving Credit
Outstandings to an amount equal to or less than the amount of Lender’s Revolving
Credit Commitment.
 
 (c)  Borrower
may, upon five (5) Business Days’ prior written notice to Lender, terminate
entirely at any time, or reduce from time to time by an aggregate amount of
$1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s
Revolving Credit Commitment; provided, however, that (i) at no time shall
the amount of Lender’s Revolving Credit Commitment be reduced to a figure less
than the Total Revolving Credit Outstanding, (ii) at no time shall the
amount of Lender’s Revolving Credit Commitment be reduced to a figure greater
than zero (0) but less than $5,000,000 and (iii) any such termination
or reduction shall be permanent and Borrower shall have no right to thereafter
reinstate or increase, as the case may be, Lender’s Revolving Credit
Commitment.
   6
  
 
 2.02.  Method of
Borrowing.
 
 (a)  Borrower
shall give Lender oral or written notice (a “Notice of Borrowing”)
by 10:00 a.m. (St. Louis time) on the Business Day of each Base Rate Loan
to be made to Borrower, and by 10:00 a.m. (St. Louis time) at least three
(3) LIBOR Banking Days before each LIBOR Loan to be made to Borrower,
specifying: (i) the date of such Loan, which shall be a Business Day during
the Revolving Credit Period in the case of a Base Rate Loan and a LIBOR Banking
Day during the Revolving Credit Period in the case of a LIBOR Loan,
(ii) the aggregate principal amount of such Loan, (iii) whether such
Loan is to be a Base Rate Loan or a LIBOR Loan, and (iv) in the case of a
LIBOR Loan, the duration of the initial Interest Period applicable thereto,
subject to the provisions of Section 2.04.
 
 (b)  A
Notice of Borrowing shall not be revocable by Borrower.
 
 (c)  Subject
to the terms and conditions of this Agreement, provided that Lender has received
the Notice of Borrowing, Lender shall (unless Lender determines that any
applicable condition specified in Section 3 has not been satisfied) make
the applicable Loan to Borrower by crediting the amount of such Loan to a demand
deposit account of Borrower at Lender specified by Borrower (or such other
account mutually agreed upon in writing between Lender and Borrower) not later
than 2:30 p.m. (St. Louis time) on the Business Day specified in said Notice of
Borrowing.
 
 (d)  If
Lender makes a new Loan under this Agreement on a day on which Borrower is
required to or has elected to repay all or any part of an outstanding Loan,
Lender shall apply the proceeds of its new Loan to make such repayment and only
an amount equal to the difference (if any) between the amount being borrowed and
the amount being repaid shall be made available by Lender to
Borrower.
 
 (e)  Borrower
hereby irrevocably authorizes Lender to rely on telephonic, facsimile, or
written instructions of any individual identifying himself or herself as one of
the individuals listed on Schedule 2.02
attached hereto (or any other individual from time to time authorized to act on
behalf of Borrower pursuant to a document signed by the Chairman of the Board of
Borrower and certified by the Secretary of Borrower and delivered to Lender)
with respect to any request to make a Loan or a repayment under this Agreement,
and on any signature that Lender reasonably believes to be genuine, and Borrower
shall be bound thereby in the same manner as if such individual were actually
authorized or such signature were genuine. Borrower also hereby agrees to defend
and indemnify Lender and hold Lender harmless from and against any and all
claims, demands, damages, liabilities, losses and reasonable costs and expenses
(including, without limitation, reasonable attorneys’ fees and expenses)
relating to or arising out of or in connection with the acceptance of
instructions for making Loans or repayments under this Agreement.
 
 2.03.  Note.
 
 (a)  The
Loans of Lender to Borrower shall be evidenced by the Revolving Note of Borrower
payable to the order of Lender in a principal amount equal to the maximum amount
of Lender’s Revolving Credit Commitment, which Revolving Note shall be in
substantially the form of Exhibit A
attached hereto and incorporated herein by reference (with appropriate
insertions) (as the same may from time to time be amended, modified, extended,
renewed or restated, the “Note”).
 
 (b)  Lender
shall record in its books and records the date, amount, type and Interest Period
(if any) of each Loan made by it to Borrower and the date and amount of each
payment of principal and/or interest made by Borrower with respect thereto;
provided, however, that the obligation of Borrower to repay each Loan made by
Lender to Borrower under this Agreement shall be absolute and unconditional,
notwithstanding any failure of Lender to make any such recordation or any
mistake by Lender in connection with any such recordation. The books and records
of Lender showing the account between Lender and Borrower shall be conclusive in
the absence of manifest error.
  7
 
 2.04.  Duration of Interest Periods
and Selection of Interest Rates.
 
 (a)  The
Interest Period during which the LIBOR Rate will be in effect for a LIBOR Loan
will be one week or one, two, three, or six months.
 
 (b)  The
first day of the Interest Period must be a LIBOR Banking Day.  The
last day of the Interest Period and the actual number of days during the
Interest Period will be determined by Lender using the practices of the London
inter-bank market.
 
 (c)  No
Interest Period shall extend beyond a date on which Borrower is required to make
a scheduled payment of principal on the Loan unless the sum of (A) the
aggregate principal amount of outstanding Base Rate Loans plus (B) the
aggregate principal amount of outstanding LIBOR Loans with Interest Periods
expiring on or before the date such scheduled principal payment is due equals or
exceeds the aggregate principal amount to be paid on the Loan on such principal
payment date.
 
 (d)  No
Interest Period may extend beyond the Revolving Credit Period.
 
 (e)  The
duration of the initial Interest Period for each LIBOR Loan shall be as
specified in the applicable Notice of Borrowing. Borrower shall elect the
duration of each subsequent Interest Period applicable to such LIBOR Loan and
the interest rate to be applicable during such subsequent Interest Period (and
Borrower shall have the option (i) in the case of any Base Rate Loan, to
elect that such Loan become a LIBOR Loan and the Interest Period to be
applicable thereto, and (ii) in the case of any LIBOR Loan, to elect that
such Loan become a Base Rate Loan), by giving notice of such election to Lender
(an “Interest Rate
Selection Notice”) by 10:00 a.m. (St. Louis time) on the Business
Day of, in the case of the election of the Adjusted Base Rate, and by
10:00 a.m. (St. Louis time) at least three (3) LIBOR Banking Days
before, in the case of the election of the LIBOR Rate, the end of the
immediately preceding Interest Period applicable thereto, if any; provided,
however, that notwithstanding the foregoing, in addition to and without limiting
the rights and remedies of Lender under Section 6 of this Agreement, so
long as any Default or Event of Default under this Agreement has occurred and is
continuing, Borrower shall not be permitted to renew any LIBOR Loan as a LIBOR
Loan or to convert any Base Rate Loan into a LIBOR Loan. If Lender does not
receive an Interest Rate Selection Notice within the applicable time limits
specified herein, Borrower shall be deemed to have elected to pay such Loan in
whole pursuant to Section 2.08 on the last day of the current Interest
Period with respect thereto and to reborrow the principal amount of such Loan on
such date as a Base Rate Loan.
 
 (f)  Borrower
may not have outstanding and Lender shall not be obligated to make more than six
(6)LIBOR Loans at
any one time.
 
 2.05.  Interest Rates and Interest
Payments.
 
 (a)  So long
as no Event of Default has occurred and is continuing, each Base Rate Loan shall
bear interest on the outstanding principal amount thereof for each day until
paid at an annual rate equal to the Adjusted Base Rate. So long as any Event of
Default has occurred and is continuing, each Base Rate Loan shall bear interest
on the outstanding principal amount thereof for each until it is paid, at an
annual rate equal to Five Percent (5%) over and above the Adjusted Base Rate.
Such interest shall be payable monthly in arrears on the last day of each
calendar month commencing October 31, 2009 and at the maturity of the Note
(whether by reason of acceleration or otherwise). From and after the maturity of
the Note, whether by reason of acceleration or otherwise, each Base Rate Loan
shall bear interest, payable on demand, for each day until paid at an annual
rate equal to Five Percent (5%) over and above the Adjusted Base
Rate.
   8
  
 
 (b)  So long
as no Event of Default has occurred and is continuing, each LIBOR Loan shall
bear interest on the outstanding principal amount thereof for each Interest
Period applicable thereto at an annual rate equal to the LIBOR Rate. So long as
any Event of Default has occurred and is continuing, each LIBOR Loan shall bear
interest on the outstanding principal amount thereof for each Interest Period
applicable thereto at an annual rate equal to Five Percent (5%) over and above
the LIBOR Rate. Such interest shall be payable for each Interest Period on the
last day thereof, unless the duration of such Interest Period exceeds three
(3) months, in which case such interest shall be payable on the last day of
each three (3) month period during such Interest Period and on the last day
of such Interest Period, and at the maturity of the Note (whether by reason of
acceleration or otherwise). From and after the maturity of the Note, whether by
reason of acceleration or otherwise, each LIBOR Loan shall bear interest,
payable on demand, for each day until paid, at an annual rate equal to Five
Percent (5%) over and above the higher of (i) the LIBOR Rate applicable to
such LIBOR Loan for the immediately preceding Interest Period or (ii) the
Adjusted Base Rate.
 
 (c)  Lender
shall determine each interest rate applicable to the Base Rate Loans and LIBOR
Loans hereunder and its determination thereof shall be conclusive in the absence
of manifest error.
 
 2.06.  Computation of
Interest. Interest on Base Rate Loans hereunder shall be computed on the
basis of a year of 360 days and paid for the actual number of days elapsed
(including the first day but excluding the last day). Interest on LIBOR Loans
shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed, calculated as to each Interest Period from and
including the first day thereof to but excluding the last day
thereof.
 
 2.07.  Fees.
 
 (a)  Contemporaneously
with the execution of this Agreement, Borrower shall pay Lender a nonrefundable
upfront fee in the amount set forth in the fee letter provided by Lender to
Borrower.
 
 (b)  Borrower
shall pay to Lender a utilization fee of 37.5/100 Percent (0.375%) per annum
times the Total Revolving Credit Outstandings on each day that the Total
Revolving Credit Outstandings exceed Thirty-Three Percent (33%) of the actual
daily amount of the Lender’s Revolving Credit Commitment then in effect (or, if
terminated, in effect immediately prior to such termination).  The
utilization fee shall be due and payable quarterly in arrears on each March 31,
June 30, September 30 and December 31, commencing with the first such date to
occur after the Closing Date, and on the last day of the Revolving Credit Period
(and, if applicable, thereafter on demand).  The utilization fee shall
be calculated quarterly in arrears.  The utilization fee shall accrue
at all times that the Total Revolving Credit Outstanding exceeds Thirty-Three
Percent (33%) of Lender’s Revolving Credit Commitment.
 
 (c)  At all
times from and including the date of this Agreement to but excluding the last
day of the Revolving Credit Period, Borrower shall pay a nonrefundable
commitment fee on the unused portion of Lender’s Revolving Credit Commitment
(determined by subtracting the Total Revolving Credit Outstandings from the
amount of Lender’s Revolving Credit Commitment) at a percentage rate equal to
the Applicable Commitment Fee Rate. Said commitment fee shall be
(i) calculated on a daily basis, (ii) payable quarterly in arrears on
each June 30, September 30, December 31, and March 31 during
the Revolving Credit Period commencing December 31, 2009, and on the last day of
the Revolving Credit Period and (iii) calculated on an actual day, 360-day
year basis.
   9
  
 
 2.08.  Prepayments.
 
 (a)  Borrower
may, upon notice to Lender specifying that it is paying any Base Rate Loan, pay
without penalty or premium the Base Rate Loan in whole at any time or in part
from time to time, by paying the principal amount to be paid, provided that
partial prepayments shall be in an aggregate amount of at least $1,000,000.00 or
any larger multiple of $500,000.00.
 
 (b)  Borrower
may, upon at least three (3) LIBOR Banking Day’s irrevocable prior written
notice to Lender, prepay all at any time or any portion from time to time of the
unpaid principal balance of any LIBOR Loan prior to maturity provided that:
(i) contemporaneously with each such prepayment, Borrower shall pay (A) all
accrued and unpaid interest on the portion of the LIBOR Loan being prepaid to
and including the date of prepayment and (B) the funding losses and other
amounts, if any, required under Section 2.10; (ii) partial prepayments
shall be in an aggregate amount of at least $2,000,000.00 or any larger multiple
of $1,000,000.00; and (iii) in no event may Borrower make any prepayment on
any LIBOR Loan that results in the remaining LIBOR Loans with respect to which a
given Interest Period applies being greater than $0.00 but less than
$1,000,000.00.
 
 2.09.  General Provisions as to
Payments. Borrower shall make each payment of principal of, and interest
on, the Loan and of fees and all other amounts payable by Borrower under this
Agreement, not later than 12:00 noon (St. Louis time) on the date when due and
payable in Federal or other funds immediately available in St. Louis, Missouri,
to Lender at its address referred to in Section 7.05. All payments received
by Lender after 12:00 noon (St. Louis time) shall be deemed to have been
received by Lender on the next succeeding Business Day. Whenever any payment of
principal of, or interest on, the Loan or of fees shall be due on a day which is
not a Business Day, the date for payment thereof shall be extended to the next
succeeding Business Day. If the date for any payment of principal is extended by
operation of law or otherwise, interest thereon, at the then applicable rate,
shall be payable for such extended time.
 
 2.10.  Funding Losses.
Notwithstanding any provision contained in this Agreement to the contrary, if
(a) Borrower shall make any payment of principal with respect to any LIBOR
Loan on any day other than the last day of the Interest Period applicable
thereto, whether as a result of a scheduled payment, a voluntary prepayment, a
mandatory prepayment, maturity, acceleration or otherwise or (b) any LIBOR
Loan is converted to a Base Rate Loan pursuant to Section 2.04,
Section 2.11 or Section 2.12 on any day other than the last day of the
Interest Period applicable thereto, then, contemporaneously with each such
payment or conversion, Borrower shall reimburse Lender on demand for any for any
loss, cost or expense incurred by Lender as a result of the prepayment,
including, without limitation, any losses incurred in obtaining, terminating,
liquidating, or employing deposits from third parties, but excluding any loss of
the Applicable LIBOR Margin for the period after any such prepayment; provided,
however, that Lender shall have delivered to Borrower a certificate as to the
amount of such losses and expenses, which certificate shall be conclusive in the
absence of manifest error.  Borrower shall also pay any customary
administrative fees charged by Lender in connection with the
foregoing.  For purposes of this paragraph, Lender shall be deemed to
have funded each LIBOR Loan by a matching deposit or other borrowing in the
applicable interbank market, whether or not such LIBOR Loan was in fact so
funded.
   10
  
 
 2.11.  Basis for Determining
Interest Rate Inadequate or Unfair. If with respect to any Interest
Period: (a) deposits in U.S. Dollars (in the applicable amounts) are not
being offered to Lender in the relevant market for such Interest Period, or
(b) Lender determines in good faith that the LIBOR Rate as determined
pursuant to the definition thereof will not adequately and fairly reflect the
cost to Lender of maintaining or funding the LIBOR Loans for such Interest
Period, Lender shall forthwith give notice thereof to Borrower whereupon until
Lender notifies Borrower that the circumstances giving rise to such suspension
no longer exist, (i) the LIBOR Rate shall not be available to Borrower as
an interest rate option on any portion of the Loan and (ii) all of the then
outstanding LIBOR Loans shall automatically convert to Base Rate Loans on the
last day of the then current Interest Period applicable to each such LIBOR Loan.
Interest accrued on each such LIBOR Loan prior to any such conversion shall be
due and payable on the date of such conversion together with any funding losses
and other amounts due under Section 2.10.
 
 2.12.  Illegality. If, after
the date of this Agreement, the adoption of any applicable law, rule or
regulation, or any change therein, or any change in the interpretation or
administration thereof by any governmental or regulatory authority, central bank
or comparable agency charged with the interpretation or administration thereof,
or compliance by Lender with any request or directive (whether or not having the
force of law) of any such governmental or regulatory authority, central bank or
comparable agency (a “Regulatory Change”)
shall make it unlawful or impossible for Lender to make, maintain or fund its
LIBOR Loans to Borrower, Lender shall forthwith give notice thereof to Borrower.
Upon receipt of such notice, Borrower shall convert all of its then outstanding
LIBOR Loans on either (a) the last day of the then current Interest Period
applicable to such LIBOR Loan if Lender may lawfully continue to maintain and
fund such LIBOR Loan to such day or (b) immediately if Lender may not
lawfully continue to fund and maintain such LIBOR Loan to such day, to a Base
Rate Loan in an equal principal amount. Interest accrued on each such LIBOR Loan
prior to any such conversion shall be due and payable on the date of such
conversion together with any funding losses and other amounts due under
Section 2.10.
 
 2.13.  Increased
Cost.
 
 (a)  If
(i) Regulation D or (ii) a Regulatory Change: (A) shall
subject Lender to any tax, duty or other charge with respect to the LIBOR Loans,
the Note or its obligation to make LIBOR Loans, or shall change the basis of
taxation of payments to Lender of the principal of or interest on its LIBOR
Loans or any other amounts due under this Agreement in respect of its LIBOR
Loans or its obligation to make LIBOR Loans (except for taxes on or changes in
the rate of tax on the overall net income of Lender); or (B) shall impose,
modify or deem applicable any reserve (including, without limitation, any
reserve imposed by the Board of Governors of the Federal Reserve System),
special deposit, capital or similar requirement against assets of, deposits with
or for the account of, or credit extended or committed to be extended by, Lender
or shall, with respect to Lender impose, modify or deem applicable any other
condition affecting Lender’s LIBOR Loans, the Note or Lender’s obligation to
make LIBOR Loans; and the result of any of the foregoing is to increase the cost
to (or in the case of Regulation D, to impose a cost on or increase the
cost to) Lender of making or maintaining any LIBOR Loan, or to reduce the amount
of any sum received or receivable by Lender under this Agreement or under its
Note with respect thereto, by an amount deemed by Lender to be material, and if
Lender is not otherwise fully compensated for such increase in cost or reduction
in amount received or receivable by virtue of the inclusion of the reference to
“Reserve Percentage” in the calculation of the LIBOR Rate, then upon notice by
Lender to Borrower, which notice shall set forth Lender’s supporting
calculations and the details of the Regulatory Change, Borrower shall pay
Lender, as additional interest, such additional amount or amounts as will
compensate Lender for such increased cost or reduction. The determination by
Lender under this Section of the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error. In determining
such amount or amounts, Lender may use any reasonable averaging and attribution
methods.
   11
  
 
 (b)  If
Lender demands compensation under Section 2.13(a) above, Borrower may at
any time, upon at least three (3) LIBOR Banking Day’s prior notice to
Lender, convert its then outstanding LIBOR Loans to Base Rate Loans in an equal
principal amount. Interest accrued on each such LIBOR Loan prior to any such
conversion shall be due and payable on the date of such conversion together with
any funding losses and other amounts due under Section 2.10 and this
Section 2.13.
 
 2.14.  Base Rate Loans Substituted
for Affected LIBOR Loans. If notice has been given by Lender pursuant to
Sections 2.11 or 2.12 requiring LIBOR Loans to be repaid or converted to
Base Rate Loans, then, unless and until Lender notifies Borrower that the
circumstances giving rise to such repayment or conversion no longer apply, any
portion of the Loans that would otherwise be made by Lender to Borrower as LIBOR
Loans shall be made instead as Base Rate Loans. Lender shall promptly notify
Borrower if and when the circumstances giving rise to such repayment no longer
apply.
 
 2.15.  Capital
Adequacy.  If, after the date of this Agreement, Lender shall
have determined in good faith that a Regulatory Change has occurred which has or
will have the effect of reducing the rate of return on Lender’s capital in
respect of its obligations hereunder to a level below that which Lender could
have achieved but for such adoption, change or compliance (taking into
consideration Lender’s policies with respect to capital adequacy), then from
time to time Borrower shall pay to Lender upon demand such additional amount or
amounts as will compensate Lender for such reduction. All determinations made in
good faith by Lender of the additional amount or amounts required to compensate
it in respect of the foregoing shall be conclusive in the absence of manifest
error. In determining such amount or amounts, Lender may use any reasonable
averaging and attribution methods.
 
 2.16.  Survival of
Indemnities. All indemnities and all provisions relating to reimbursement
to Lender of amounts sufficient to protect the yield to Lender with respect to
the Loan, including, without limitation, Sections 2.10, 2.13 and 2.15
hereof, shall survive the payment of the Note and the other Borrower’s
Obligations and the expiration or termination of this Agreement. Notwithstanding
the foregoing, if Lender fails to notify Borrower of any event that will entitle
Lender to compensation pursuant to Sections 2.10, 2.13 and/or 2.15 within
one hundred eighty (180) days after Lender obtains knowledge of such event,
then Lender shall not be entitled to any compensation from Borrower for any
loss, expense, increased cost and/or reduction of return arising from such
event.
 
 2.17.  Discretion of Lender as to
Manner of Funding. Notwithstanding any provision contained in this
Agreement to the contrary, Lender shall be entitled to fund and maintain its
funding of all or any part of its LIBOR Loans in any manner it elects, it being
understood, however, that for purposes of this Agreement all determinations
hereunder (including, without limitation, the determination of Lender’s funding
losses and expenses under Section 2.10) shall be made as if Lender had
actually funded and maintained each LIBOR Loan through the purchase of deposits
having a maturity corresponding to the maturity of the applicable Interest
Period relating to the applicable LIBOR Loan and bearing an interest rate equal
to the applicable LIBOR Base Rate.
   12
  
 
 2.18.  Letters of
Credit.
 
 (a)  Subject
to the terms and conditions of this Agreement and so long as no Default or Event
of Default has occurred and is continuing, during the Revolving Credit Period,
Lender agrees to issue irrevocable commercial and/or standby letters of credit
for the account of Borrower and/or any Subsidiary (individually, a “Letter of Credit”,
and collectively, “Letters of Credit”)
in an amount and for the term specifically requested by Borrower by notice in
writing to Lender at least three (3) Business Days prior to the requested
issuance thereof; provided, however, that: (i) Borrower shall have executed
and delivered to Lender a Letter of Credit Application with respect to such
Letter of Credit; (ii) the term of any such Letter of Credit shall not
extend beyond the date one (1) year after the date of issuance thereof;
(iii) any Letter of Credit may only be utilized to guaranty the payment of
obligations of Borrower or a Subsidiary to third parties; (iv) Total
Revolving Credit Outstandings shall not as of any date exceed Lender’s Revolving
Credit Commitment; (v) the sum of the aggregate undrawn face amount of all
outstanding Letters of Credit plus all unreimbursed
drawings with respect thereto shall not as of any date exceed Forty Million
Dollars ($40,000,000.00); and (vi) the text of any such Letter of Credit is
provided to Lender no less than three (3)Business Days prior to
the requested issuance date, which text must be acceptable to Lender in its sole
and absolute discretion.
 
 (b)  The
payment of drafts under each Letter of Credit shall be made in accordance with
the terms thereof and, in that connection, Lender shall be entitled to honor any
drafts and accept any documents presented to it by the beneficiary of such
Letter of Credit in accordance with the terms of such Letter of Credit and the
related Letter of Credit Application and believed in good faith by Lender to be
genuine. Lender shall not have any duty to inquire as to the accuracy or
authenticity of any draft or other drawing document that may be presented to it
other than the duties contemplated by the applicable Letter of Credit
Application.
 
 (c)  In the
event of any payment by Lender of a draft presented under a Letter of Credit,
Borrower agrees to pay to Lender in immediately available funds at the time of
such drawing an amount equal to the sum of such drawing plus the negotiation,
processing and other fees related thereto, as may be agreed between Lender and
Borrower from time to time. Borrower hereby authorizes Lender to charge or cause
to be charged one or more of Borrower’s deposit accounts at Lender to the extent
there are balances of immediately available funds therein, in an aggregate
amount equal to the sum of such drawing plus the negotiation,
processing and other fees related thereto as may be agreed between Lender and
Borrower from time to time, and Borrower agrees to pay the amount of any such
drawing (and/or Lender’s customary negotiation, processing and other fees
related thereto) not so charged prior to the close of business of Lender on the
day of such drawing. In the event any payment under a Letter of Credit is made
by Lender prior to receipt of payment from Borrower, such payment by Lender
shall constitute a request by Borrower for a Base Rate Loan under
Sections 2.01 and 2.02 above (and Lender will make such Base Rate Loan to
Borrower regardless of whether any Default or Event of Default under this
Agreement has occurred and is continuing and regardless of whether such Base
Rate Loan would otherwise be permitted under the requirements of this Agreement)
and the proceeds of such Base Rate Loan shall be paid directly to Lender and
applied by Lender to the payment of any amounts owed by Borrower to Lender under
this Section 2.18.
 
 (d)  Borrower
hereby further agrees to pay to the order of Lender with respect to each Letter
of Credit: (i) a nonrefundable commitment fee at an annual rate equal to
the Applicable LIBOR Margin (calculated on an actual day, 360-day year basis) on
the face amount (taking into account any scheduled increases or decreases
therein during the period in question) of each Letter of Credit, due and payable
quarterly, in arrears, on the last day of each calendar quarter; and (ii) a
nonrefundable issuance fee, a nonrefundable negotiation fee and such other fees
as may be charged by Lender from time to time in accordance with Lender’s
published schedule of fees in effect from time to time, which fees shall be due
and payable on demand by Lender.
   13
  
 
 (e)  Notwithstanding
any provision contained in this Agreement to the contrary, if any Letters of
Credit remain outstanding five Business Days prior to the last day of the
Revolving Credit Period, or, at Lender’s option, upon and during the continuance
of an Event of Default, Borrower shall, on or before 12:00 noon (St. Louis time)
on the last day of the Revolving Credit Period or, following an Event of
Default, upon Lender’s demand, (i) surrender the originals of the
applicable Letter(s) of Credit to Lender for cancellation, or (ii) provide
Lender with cash collateral (or other collateral acceptable to Lender in its
sole and absolute discretion) in an amount at least equal to 105% of the
aggregate undrawn face amount of all outstanding Letter(s) of Credit plus all unreimbursed
drawings with respect thereto, and execute and deliver to Lender such agreements
as Lender may require to grant Lender a first priority perfected security
interest in such cash or other collateral. Any such cash collateral received by
Lender pursuant to this Section 2.18(e) shall be held by Lender in a
separate account at Lender appropriately designated as a cash collateral account
in relation to this Agreement and the Letters of Credit and retained by Lender
as collateral security for the payment of Borrower’s Obligations. Cash amounts
delivered to Lender pursuant to the foregoing requirements of this
Section 2.18(e) shall be invested, at the request and for the account of
Borrower in investments of a type and nature and with a term acceptable to
Lender. Such amounts, including in the case of cash amounts invested in the
manner set forth above, may be applied to reimburse Lender for drawings or
payments under or pursuant to such Letters of Credit which Lender has paid, or
if no such reimbursement is required to the payment of such of the other
Borrower’s Obligations as Lender shall determine. Any amounts remaining in any
cash collateral account established pursuant to this Section 2.18(e) after
the payment in full of all of the Borrower’s Obligations and the expiration or
cancellation of all of the Letters of Credit shall be returned to Borrower
(after deduction of Lender’s reasonable expenses, if any).
 
 (f)  The
issuance of any Letter of Credit and any amendment to a Letter of Credit is
subject to Lender’s written approval and must be in form and content
satisfactory to Lender and must not be in favor of a beneficiary unacceptable to
Lender because of any legal, governmental, regulatory or compliance requirement
or restriction.
 
 2.19.  Taxes.
 
 (a)  Any and
all payments by Borrower to or for the account of Lender under any Transaction
Document shall be made free and clear of and without deduction for any and all
present or future taxes, duties, levies, imposts, deductions, assessments,
charges or withholdings, and all liabilities with respect thereto, excluding, in the
case of Lender, taxes imposed on or measured by its net income, and franchise
taxes imposed on it, by the jurisdiction under the laws of which Lender is
organized or any political subdivision thereof (all such non-excluded taxes,
duties, levies, imposts, deductions, assessments, charges, withholdings and
liabilities being hereinafter referred to as “Taxes”). If Borrower
shall be required by law to deduct any Taxes from or in respect of any sum
payable under any Transaction Document to Lender, (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this
Section 2.19(a)) Lender receives an amount equal to the sum it would have
received had no such deduction of Taxes been made, (ii) Borrower shall make
such deductions, (iii) Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable law
and (iv) Borrower shall furnish to Lender the original or a certified copy
of a receipt evidencing payment thereof.
 
 (b)  In
addition, Borrower agrees to pay any present or future stamp or documentary
taxes and any other excise or property taxes, or charges or similar levies which
arise from any payment made under any of the Transaction Documents or from the
execution or delivery of, or otherwise with respect to, any of the Transaction
Documents (hereinafter referred to as “Other
Taxes”).
   14
  
 
 (c)  Borrower
agrees to indemnify Lender for the full amount of Taxes or Other Taxes,
respectively (including, without limitation, any Taxes or Other Taxes imposed or
asserted by any jurisdiction on amounts payable under this Section 2.19),
paid by Lender and any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto. This indemnification shall be made
within fifteen (15) days from the date Lender makes demand therefor,
accompanied by a certificate of Lender setting forth in reasonable detail its
computation of the amount or amounts to be paid to it hereunder.
 
 (d)  The
provisions of this Section 2.19 shall survive any expiration or termination
of this Agreement and the payment of the Note and the other Borrower’s
Obligations.
  SECTION
3.  PRECONDITIONS TO LOANS AND
LETTERS OF CREDIT.
 
 3.01.  Initial Loan.
Notwithstanding any provision contained in this Agreement to the contrary,
Lender shall have no obligation to make the initial Loan or issue the initial
Letter of Credit under this Agreement unless Lender shall have first
received:
 
 (a)  this
Agreement and the Note, each duly executed by Borrower;
 
 (b)  the
Guaranty, duly executed by Laclede Energy;
 
 (c)  a copy
of resolutions (including an incumbency certificate) of the Board of Directors
of Borrower, duly adopted, which authorize the execution, delivery and
performance of this Agreement, the Note and the other Transaction Documents,
certified by the Secretary of Borrower;
 
 (d)  a copy
of resolutions of the Board of Directors (including an incumbency certificate)
of Laclede Energy, duly adopted, which authorize the execution, delivery and
performance of its Guaranty, certified by the Secretary of Laclede
Energy;
 
 (e)  copies
of the Articles of Incorporation of Borrower and Laclede Energy including any
amendments thereto, certified by the Secretary of State of the states of their
respective incorporations;
 
 (f)  copies
of the Bylaws of Borrower and Laclede Energy including any amendments thereto,
certified by the Secretaries of Borrower and Laclede Energy;
 
 (g)  certificates
of corporate good standing of Borrower and Laclede Energy issued by the
Secretary of State of the states of their respective
incorporations;
 
 (h)  an
opinion of the counsel of Borrower and Laclede Energy, in form and substance
satisfactory to Lender and Lender’s counsel;
 
 (i)  UCC
search results from the Missouri Secretary of State for Borrower and Laclede
Energy;
 
 (j)  copies
of all financial statements and other exhibits and schedules required by this
Agreement and the other Transaction Documents;
 
 (k)  a
letter of direction from Borrower with respect to the disbursement of the
proceeds of the initial Loan under this Agreement;
 
 (l)  payment
of all fees and other amounts due and owing to Lender, including without
limitation payment of all accrued and unpaid expenses incurred by Lender as
required under Section 7.03;
   15
  
 
 (m)  the
other documents, deliveries, payments described on the Closing Checklist
attached hereto and incorporated herein as Exhibit B;
and
 
 (n)  such
other agreements, documents, instruments and certificates as Lender may
reasonably request.
 
 3.02.  All Loans and Letters of
Credit. Notwithstanding any provision contained in this Agreement to the
contrary, Lender shall have no obligation to make any Loan or issue any Letter
of Credit under this Agreement unless:
 
 (a)  Lender
shall have received a Notice of Borrowing for such Loan as required by Section
2.02(a), or a Letter of Credit Application as required under
Section 2.18(a);
 
 (b)  both
immediately before and immediately after giving effect to such Loan or Letter of
Credit, no Default or Event of Default shall have occurred and be continuing;
and
 
 (c)  all of
the representations and warranties made by Borrower in this Agreement and/or in
any other Transaction Document shall be true and correct in all material
respects on and as of the date of such Loan as if made or such Letter of Credit
is issued on and as of the date of such Loan or Letter of Credit (and for
purposes of this Section 3.02(c), the representations and warranties made
by Borrower in Section 4.04 shall be deemed to refer to the most recent
financial statements of Borrower delivered to Lender pursuant to Section
5.01(a)).
  Each
request for a Loan or Letter of Credit by Borrower under this Agreement shall be
deemed to be a representation and warranty by Borrower on the date of such Loan
or Letter of Credit as to the facts specified in clauses (b), and (c) of
this Section 3.02.
 
 3.03.  Compliance with
Laws.  Lender shall have no obligation to make any advance to
Borrower except in compliance with all applicable laws and regulations and
Borrower shall fully cooperate with Lender in complying with all such applicable
laws and regulations.
  SECTION
4. REPRESENTATIONS AND
WARRANTIES.
  When
Borrower signs this Agreement, and until Lender is repaid in full, Borrower
makes the following representations and warranties, which shall be true and
correct at all times while this Agreement remains in effect or any of the
Borrower’s Obligations are outstanding:
 
 4.01.  Corporate Existence and
Power. Each Loan Party: (a) is duly incorporated, validly existing
and in good standing under the laws of the state of its organization;
(b) has all requisite corporate powers required to carry on its business as
now conducted; (c) has all requisite governmental and regulatory licenses,
authorizations, consents and approvals required to carry on its business as now
conducted, except such licenses, authorizations, consents and approvals the
failure to have could not reasonably be expected to have a Material Adverse
Effect; and (d) is qualified to transact business as a foreign corporation
in, and is in good standing under the laws of, all states in which it is
required by applicable law to maintain such qualification and good standing
except for those states in which the failure to qualify or maintain good
standing could not reasonably be expected to have a Material Adverse
Effect.
 
 4.02.  Corporate
Authorization. The execution, delivery and performance by each Loan Party
of this Agreement and the Note, and the other Transaction Documents to which it
is a party are within the corporate powers of such Loan Party and have been duly
authorized by all necessary corporate and other action on the part of such Loan
Party.
   16
  
 
 4.03.  Binding Effect. This
Agreement, the Note and the other Transaction Documents to which a Loan Party is
a party have been duly executed and delivered by such Loan Party, respectively,
and constitute the legal, valid and binding obligations of such Loan Party
enforceable against such Loan Party in accordance with their respective terms,
except as such enforceability may be limited by bankruptcy, insolvency or other
similar laws affecting creditors’ rights generally and by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).
 
 4.04.  Financial Statements.
Borrower has furnished Lender with the consolidated balance sheets and
statements of income, retained earnings and cash flows of Borrower and its
Subsidiaries as of and for the fiscal year of Borrower ended September 30, 2008,
all certified by Borrower’s independent certified public accountants, which
financial statements have been prepared in accordance with GAAP consistently
applied for all periods ending September 30, 2008.  Borrower further
represents and warrants to Lender that (a) said balance sheets and their
accompanying notes (if any) fairly present the condition of Borrower and its
Subsidiaries as of the dates thereof, (b) there has been no change in the
condition or operation, financial or otherwise, of Borrower and its Subsidiaries
taken as a whole since September 30, 2008, except as disclosed in Borrower’s
filings with the Securities and Exchange Commission since such date, that could
reasonably be expected to have a Material Adverse Effect, and (c) neither
Borrower nor any of its Subsidiaries had any direct or Contingent Liabilities
which were not disclosed on said financial statements or the notes thereto (to
the extent such disclosure is required by GAAP).
 
 4.05.  Compliance With Other
Instruments; None Burdensome. None of the execution and delivery by any
Loan Party of the Transaction Documents to which it is a party, the performance
by a Loan Party of its obligations under the Transaction Documents to which it
is a party, or the borrowing and/or repayment of the Loan by Borrower under this
Agreement will conflict with, or result in a breach of the terms, conditions or
provisions of, or constitute a default under or result in any violation of, any
law, rule, regulation, order, writ, judgment, injunction, decree or award
binding on any Loan Party, any of the provisions of the Charter Documents of any
Loan Party or any of the provisions of any indenture, agreement, document,
instrument or undertaking to which any Loan Party is a party or subject, or by
which any Loan Party or any property or assets of any Loan Party is bound, or
result in the creation or imposition of any security interest, lien or
encumbrance on any of the property or assets of any Loan Party pursuant to the
terms of any such indenture, agreement, document, instrument or undertaking. No
order, consent, approval, license, authorization or validation of, or filing,
recording or registration with, or exemption by, any governmental, regulatory,
administrative or public body, instrumentality, authority, agency or official,
or any subdivision thereof, or any other Person is required to authorize, or is
required in connection with, (a) the execution, delivery or performance by
any Loan Party of, or the legality, validity, binding effect or enforceability
of, any of the Transaction Documents to which such Loan Party is a party, or
(b) the borrowing and/or repayment of the Loan by Borrower under this
Agreement.
 
 4.06.  Regulation U.
Borrower is not engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying
margin stock (within the meaning of Regulation U of The Board of Governors
of the Federal Reserve System, as amended) and no part of the proceeds of the
Loan will be used, whether directly or indirectly, and whether immediately,
incidentally or ultimately (a) to purchase or carry margin stock or to
extend credit to others for the purpose of purchasing or carrying margin stock,
or to refund or repay indebtedness originally incurred for such purpose or
(b) for any purpose that entails a violation of, or which is inconsistent
with, the provisions of any of the Regulations of The Board of Governors of the
Federal Reserve System, including, without limitation, Regulations U, T or X
thereof, as amended. If requested by Lender, Borrower shall furnish to Lender a
statement in conformity with the requirements of Federal Reserve Form U-1
referred to in Regulation U.
   17
  
 
 4.07.  Investment Company Act of
1940; Public Utility Holding Company Act of 2005. Borrower is not an
“investment company” as that term is defined in, and is not otherwise subject to
regulation under, the Investment Company Act of 1940, as amended. Borrower is a
holding company for which compliance with the accounting, record retention and
reporting sections of the Public Utility Holding Company Act of 2005 has been
waived.
 
 4.08.  No Default. No
Default or Event of Default under this Agreement has occurred and is continuing.
There is no existing default or event of default under or with respect to any
indenture, contract, agreement, lease or other instrument to which Borrower is a
party or by which any property or assets of any Loan Party is bound or affected,
a default under which could reasonably be expected to have a Material Adverse
Effect. Each Loan Party has been and is in full compliance with and in good
standing with respect to all governmental permits, licenses, certificates,
consents and franchises necessary to continue to conduct its business as
previously conducted by it and to own or lease and operate its properties and
assets as now owned or leased by it, the failure to have or noncompliance with
which could reasonably be expected to have a Material Adverse Effect. No Loan
Party is in violation of any applicable statute, law, rule, regulation or
ordinance of the United States of America, of any state, city, town,
municipality, county or of any other jurisdiction, or of any agency thereof, a
violation of which could reasonably be expected to have a Material Adverse
Effect.
 
 4.09.  Lawsuits.  As
of the date of this Agreement, except as disclosed on Schedule 4.09 hereto,
there is no lawsuit, claim or other dispute pending or threatened against any
Loan Party which, if lost, could reasonably be expected to have a Material
Adverse Effect.
 
 4.10.  Tax
Matters.  Borrower and any consolidated group to which Borrower
is a party has timely filed all tax returns and reports required by law to have
been filed by it and has paid all Taxes due and payable with respect to such
returns, except any such Taxes which are being diligently contested in good
faith by appropriate proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books, are insured against or bonded
over to the satisfaction of Lender.  There is no controversy or
objection pending, or to the knowledge of Borrower, threatened in respect of any
tax returns of Borrower.  Borrower has made adequate reserves on its
books and records in accordance with GAAP for all Taxes that have accrued but
which are not yet due and payable.
 
 4.11.  Insurance.  The
Borrower maintains with financially sound and reputable insurance companies
insurance on all of its property in such amounts, subject to such deductibles
and self-insurance retentions, and covering such risks as are consistent with
sound business practice.
  SECTION
5.  COVENANTS.
 
 5.01.  Covenants of
Borrower. Borrower covenants and agrees that, so long as any of the
Borrower’s Obligations remain unpaid:
   18
  
 
 (a)  Information. Borrower
will make available, deliver, or cause to be delivered to Lender the following
financial information and statements, in form and content acceptable to Lender,
and such additional information as reasonably requested by Lender from time to
time.
  (i)  within
one hundred twenty (120) days after the end of each fiscal year of Borrower
the consolidated balance sheet of Borrower and its Subsidiaries as of the end of
such fiscal year and the related consolidated statements of income, retained
earnings and cash flows for such fiscal year, setting forth in each case, in
comparative form, the figures for the previous fiscal year, all such financial
statements to be prepared in accordance with GAAP consistently applied and
reported on by and accompanied by the unqualified opinion of independent
certified public accountants selected by Borrower and reasonably acceptable to
Lender; provided, however, that delivery to Lender of the Annual Report on Form
10-K of Borrower for such fiscal year filed with the Securities and Exchange
Commission shall be deemed to satisfy the requirements of this
Section 5.01(a)(i);
  (ii)  within
one hundred twenty (120) days after the end of each fiscal year of
Guarantors the consolidated balance sheets of Guarantors and their Subsidiaries
as of the end of such fiscal year and the related consolidated statements of
income, retained earnings and cash flows for such fiscal year, setting forth in
each case, in comparative form, the figures for the previous fiscal year, all
such financial statements to be prepared internally by Guarantors in accordance
with GAAP consistently applied;
  (iii)  within
fifty (50) days after the end of the first three (3) fiscal quarters
of each fiscal year of Borrower, a consolidated balance sheet of Borrower and
its Subsidiaries as of the end of such fiscal quarter and the related
consolidated statements of income, retained earnings and cash flows for such
fiscal quarter and for the portion of Borrower’s fiscal year ended at the end of
such fiscal quarter, setting forth in each case in comparative form, the figures
for the corresponding fiscal quarter and the corresponding portion of Borrower’s
previous fiscal year, all in reasonable detail and satisfactory in form to
Lender and certified (subject to normal year-end adjustments and absence of
footnote disclosures) as to fairness of presentation, consistency and compliance
with GAAP by the chief financial officer of Borrower; provided, however, that
delivery to Lender of copies of the Quarterly Report on Form 10-Q of Borrower
for such fiscal quarter filed with the Securities and Exchange Commission shall
be deemed to satisfy the requirements of this Section 5.01(a)(iii);
  (iv)  within
the time frames outlined in Sections 5.01(a)(i) and 5.01(a)(iii), a
certificate of an authorized officer of Borrower in the form attached hereto as
Exhibit C and
incorporated herein by reference (A) stating whether there exists on the
date of such certificate any Default or Event of Default and, if any Default or
Event of Default then exists, setting forth the details thereof and the action
which Borrower is taking or proposes to take with respect thereto,
(B) certifying that all of the representations and warranties made by
Borrower in this Agreement and/or in any other Transaction Document are true and
correct in all material respects on and as of the date of such certificate as if
made on and as of the date of such certificate, and (C) setting forth the
Consolidated Capitalization Ratio for the relevant reporting
period;
  (v)  with
reasonable promptness, such further information regarding the business, affairs
and financial condition of Borrower as Lender may from time to time reasonably
request; and
  (vi)  upon
the request of Lender, to deliver to Lender a copy of each insurance policy of
Borrower, or, if permitted by Lender, a certificate of insurance listing all
insurance in force with respect to Borrower.
   19
  
 
 (b)  Corporate Existence.
Borrower will do all things necessary to (i) preserve and keep in full
force and effect at all times its corporate existence and all permits, licenses,
franchises and other rights material to its business and (ii) be duly
qualified to do business and be in good standing in all jurisdictions where the
nature of its business or its ownership of property or assets requires such
qualification except for those jurisdictions in which the failure to qualify or
be in good standing could not reasonably be expected to have a Material Adverse
Effect.
 
 (c)  Compliance with Laws,
Regulations, Etc. Borrower will comply with any and all laws, ordinances
and governmental and regulatory rules and regulations to which Borrower is
subject and obtain any and all licenses, permits, franchises and other
governmental and regulatory authorizations necessary to the ownership of its
properties or assets or to the conduct of its business, which violation or
failure to obtain could reasonably be expected to have a Material Adverse
Effect.
 
 (d)  Further Assurances.
Borrower will execute and deliver to Lender, at any time and from time to time,
any and all further agreements, documents and instruments, and take any and all
further actions which may be required under applicable law, or which Lender may
from time to time reasonably request, in order to effectuate the transactions
contemplated by this Agreement and the other Transaction Documents.
 
 (e)  Consolidation or
Merger. Borrower will not directly or indirectly merge or consolidate
with or into any other Person.
 
 (f)  Stock and Assets of Borrower
and Subsidiaries. Unless the prior written consent of Lender is obtained
which such consent shall not be unreasonably withheld (in Lender’s commercially
reasonable judgment) or unreasonably delayed, Borrower will not create, incur or
assume or suffer to be incurred or to exist any security interest, lien or
encumbrance on any assets of Borrower (other than Permitted Liens on the assets
of Borrower), the common stock of LGC, Laclede Energy, or any other Subsidiary,
or on the inventory or accounts receivable of LGC.  “Permitted Liens”
shall mean:
  (i)  Liens
and security interests in favor of Lender.
  (ii)  Liens
for taxes not yet due.
  (iii)  Liens
outstanding on the date of this Agreement as disclosed in Schedule 5.01(f)(iii)
attached hereto.
  (iv)  Additional
purchase money security interests in assets acquired after the date of this
Agreement, if the total principal amount of debts secured by such liens does not
exceed Five Million Dollars ($5,000,000.00) at any one time.
   20
  
 
 (g)  Sale of Property.
Borrower will not, and will not cause or permit any Subsidiary to,
(i) sell, assign, lease, transfer, abandon or otherwise dispose of any of
its property (including, without limitation, any shares of capital stock or
other equity interests of a Subsidiary owned by Borrower or another Subsidiary)
or (ii) issue, sell or otherwise dispose of any shares of capital stock or
other equity interests of any Subsidiary; provided, however, that Borrower and
each Subsidiary may sell, assign, lease, transfer, abandon or otherwise dispose
of (A) any of its natural gas inventory or past-due accounts receivable in the
ordinary course of business, (B) any of its property to Borrower or any
Subsidiary, provided that, if at any time more than Ten Percent (10%) of the
consolidated assets of Borrower and all of its Subsidiaries are transferred to a
Subsidiary, such Subsidiary shall then execute a guaranty agreement with respect
to Borrower’s Obligations in a form reasonably acceptable to Lender,
(C) any of its property subject to LGC’s Mortgage and Deed of Trust dated
as of February 1, 1945, as heretofore amended and supplemented, as may be
permitted to be sold, assigned, leased, transferred, abandoned or otherwise
disposed of under said Mortgage and Deed of Trust, (D) any of its other
property (whether in one transaction or a series of transactions) so long as the
value of such property sold, assigned, leased, transferred, abandoned or
otherwise disposed of in any fiscal year under this subsection (D) shall
not exceed Ten Percent (10%) of the consolidated assets of Borrower and all of
its Subsidiaries as determined on a consolidated basis as of the last day of the
immediately preceding fiscal year, and (E) any shares of capital stock sold
to Borrower by a Subsidiary; and provided further, however, that nothing in this
Agreement shall limit or restrict Borrower’s or any Subsidiary’s use of
financial instruments or natural gas contracts under their gas supply risk
management programs.
 
 (h)  Changes in Nature of
Business. Borrower will not, and it will not cause or permit any
Subsidiary to, engage in any business if, as a result, the general nature of the
business that would then be engaged in by Borrower and its Subsidiaries,
considered as a whole, would be substantially changed from the general nature of
the business engaged in by Borrower and its Subsidiaries as of the date of this
Agreement.
 
 (i)  Permitted Investments;
Acquisitions. Borrower will not, and it will not cause or permit any
Subsidiary to, directly or indirectly, make any Investments except for Permitted
Investments. Borrower will not, and it will not cause or permit any Subsidiary
to, directly or indirectly, make any Acquisition the result of which would be to
change substantially the general nature of the business engaged in by Borrower
and its Subsidiaries.
 
 (j)  Maximum Consolidated
Capitalization Ratio. Borrower will at all times maintain a Consolidated
Capitalization Ratio of not more than Seventy Percent (70%).
 
 (k)  Subsidiaries. If
Borrower creates, forms or acquires any Subsidiary which owns more than Ten
Percent (10%) of the consolidated assets of Borrower and all of its Subsidiaries
on or after the date of this Agreement, Borrower will, contemporaneously with
the creation, formation or acquisition of such Subsidiary, cause such Subsidiary
to execute a guaranty agreement with respect to Borrower’s Obligations in a form
reasonably acceptable to Lender.
 
 (l)  Insurance.  The
Borrower will maintain with financially sound and reputable insurance companies
insurance on all its property in such amounts, subject to such deductibles and
self-insurance retentions, and covering such risks as is consistent with sound
business practice.
 
 (m)  Notices to
Lender.  Borrower will promptly notify Lender in writing
of:
 
 (i)  any
lawsuit against any Loan Party that has or which could reasonably be expected to
have a Material Adverse Effect;
 
 (ii)  any
substantial dispute between any governmental authority and any Loan Party the
outcome which could reasonably be expected to have a Material Adverse
Effect;
   21
  
 
 (iii)  any
Event of Default under this Agreement, or any event which, with notice or lapse
of time or both, would constitute an Event of Default;
 
 (iv)  any
change in any Loan Party’s business condition (financial or otherwise),
operations, properties or prospects, or ability to repay the Loans which could
reasonably be expected to have a Material Adverse Effect;
 
 (v)  any
change in any Loan Party’s name, legal entity type, state of formation, or chief
executive office location.
 
 (n)  Books and Records.
The Borrower shall keep and maintain in all material respects proper books of
record and account in which entries in conformity with GAAP shall be made of all
dealings and transactions in relation to its business and
activities.
 
 (o)  Inspections.  Borrower
will allow Lender and its agents to inspect Borrower’s properties and make
copies of books and records at any reasonable time upon reasonable prior notice
from Lender to Borrower.  If any of Borrower’s properties, books or
records are in the possession of a third party, Borrower authorizes that third
party to permit Lender or its agents to have access to perform inspections and
to respond to Lender’s requests for information concerning such properties,
books and records.
 
 (p)  Contingent
Liabilities.  Borrower and the Loan Parties shall not at any
time have Contingent Liabilities which, in the aggregate, are in excess of
Fifteen Percent (15%) of Consolidated Net Worth.
 
 5.02.  Use of Proceeds.
Borrower covenants and agrees that (a) the proceeds of the Loan will be
used solely for general corporate and working capital purposes, (b) no part
of the proceeds of the Loan will be used in violation of any applicable law,
rule or regulation and (c) no part of the proceeds of the Loan will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately (i) to purchase or carry margin stock or to extend credit to
others for the purpose of purchasing or carrying margin stock, or to refund or
repay indebtedness originally incurred for such purpose or (ii) for any
purpose which entails a violation of, or which is inconsistent with, the
provisions of any of the Regulations of The Board of Governors of the Federal
Reserve System, including, without limitation, Regulations U, T or X thereof, as
amended.
  SECTION
6.  EVENTS OF
DEFAULT.
  If any
of the following (each of the following herein sometimes called an “Event of Default”)
shall occur and be continuing:
 
 6.01.  Borrower
shall fail to pay any of Borrower’s Obligations constituting interest, fees or
other amounts (other than principal due under the Loan) within ten
(10) Business Days after the date the same shall first become due and
payable, whether by reason of demand, maturity, acceleration or
otherwise;
 
 6.02.  Any
representation or warranty made by Borrower in this Agreement, or by any Loan
Party in any other Transaction Document or in any certificate, agreement,
instrument or written statement furnished or made or delivered pursuant hereto
or thereto or in connection herewith or therewith, shall prove to have been
untrue or incorrect in any material respect when made or effected;
 
 6.03.  Borrower
shall fail to perform or observe any term, covenant or provision contained in
Section 5.01(e), Section 5.01(j) or Section 5.02;
   22
  
 
 6.04.  Borrower
shall fail to perform or observe any other term, covenant or provision contained
in this Agreement (other than those specified in Sections 6.01 or 6.02
above) and any such failure shall remain unremedied for thirty (30) days
after the earlier of (i) written notice of default is given to Borrower by
Lender or (ii) any officer of Borrower obtaining actual knowledge of such
default;
 
 6.05.  This
Agreement or any of the other Transaction Documents shall at any time for any
reason (other than termination of this Agreement or such other Transaction
Documents, as the case may be, in accordance with its terms) cease to be in full
force and effect or shall be declared to be null and void by a court of
competent jurisdiction, or if the validity or enforceability thereof shall be
contested or denied by any Loan Party that is a party thereto, or if the
transactions completed hereunder or thereunder shall be contested by any such
Loan Party or if a Loan Party shall deny that it has any further liability or
obligation hereunder or thereunder;
 
 6.06.  A Loan
Party or LGC shall (i) voluntarily commence any proceeding or file any
petition seeking relief under Title 11 of the United States Code or any other
Federal, state or foreign bankruptcy, insolvency, receivership, liquidation or
similar law, (ii) consent to the institution of, or fail to contravene in a
timely and appropriate manner, any such proceeding or the filing of any such
petition, (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator or similar official of itself or of a
substantial part of its property or assets, (iv) file an answer admitting the
material allegations of a petition filed against itself in any such proceeding,
(v) make a general assignment for the benefit of creditors,
(vi) become unable, admit in writing its inability or fail generally to pay
its debts as they become due or (vii) take any corporate or other action
for the purpose of effecting any of the foregoing;
 
 6.07.  An
involuntary proceeding shall be commenced or an involuntary petition shall be
filed in a court of competent jurisdiction seeking (i) relief in respect of
a Loan Party or LGC, or of a substantial part of the property or assets of a
Loan Party or LGC, under Title 11 of the United States Code or any other
Federal, state or foreign bankruptcy, insolvency, receivership, liquidation or
similar law, (ii) the appointment of a receiver, trustee, custodian,
sequestrator or similar official of Borrower or of a substantial part of the
property or assets of a Loan Party or LGC or (iii) the winding-up or
liquidation of a Loan Party or LGC, and such proceeding or petition shall
continue undismissed for sixty (60) consecutive days or an order or decree
approving or ordering any of the foregoing shall continue unstayed and in effect
for sixty (60) consecutive days;
 
 6.08.  Any
Loan Party or LGC shall be declared by Lender to be in default under or in
respect of (i) any other present or future obligation to Lender, including,
without limitation, any other loan, line of credit, revolving credit, guaranty
or letter of credit reimbursement obligation, or (ii) any other present or
future agreement purporting to convey to Lender a security interest in, or lien
or encumbrance upon, any property or assets of any Loan Party or
LGC;
 
 6.09.  Any
default occurs under any other agreement any Loan Party or LGC has with Lender
or any affiliate of Lender, after giving effect to any applicable grace or cure
periods; the occurrence of any default or event of default under or within the
meaning of any agreement, document or instrument evidencing, securing,
guaranteeing the payment of or otherwise relating to any indebtedness of any
Loan Party or LGC for borrowed money (other than Borrower’s Obligations) having
an aggregate outstanding principal balance in excess of $10,000,000.00 that is
not cured or waived in writing within any applicable cure or grace period;
or
 
 6.10.  Any
Loan Party shall have a judgment in an amount in excess of $15,000,000.00
entered against it by a court having jurisdiction in the premises and such
judgment shall not be appealed in good faith (and execution of such judgment
stayed during such appeal) or satisfied by such Loan Party within thirty
(30) days after the entry of such judgment;
   23
  
   THEN,
and in each such event (other than an event described in Sections 6.06 or
6.07), Lender may declare the entire outstanding principal balance of and all
accrued and unpaid interest on the Note and all of the other Borrower’s
Obligations to be forthwith due and payable, whereupon all of the unpaid
principal balance of and all accrued and unpaid interest on the Note and all of
such other Borrower’s Obligations shall become and be immediately due and
payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by Borrower, and Lender may exercise any
and all other rights and remedies which it may have under any of the other
Transaction Documents or under applicable law; provided, however, that upon the
occurrence of any event described in Sections 6.06 or 6.07, the entire
outstanding principal balance of and all accrued and unpaid interest on the Note
and all of the other Borrower’s Obligations shall automatically become
immediately due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by Borrower, and
Lender may exercise any and all other rights and remedies which it may have
under any of the other Transaction Documents or under applicable
law.
  SECTION
7. GENERAL.
 
 7.01.  No Waiver. No failure
or delay by Lender in exercising any right, remedy, power or privilege under
this Agreement or under any other Transaction Document shall operate as a waiver
thereof; nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights and remedies provided in this Agreement and in the other
Transaction Documents are cumulative and not exclusive of any remedies provided
by law. Nothing herein contained shall in any way affect the right of Lender to
exercise any statutory or common law right of banker’s lien or
set-off.
 
 7.02.  Right of Set-Off.
Upon the occurrence and during the continuance of any Event of Default, Lender
is hereby authorized at any time and from time to time, without notice to
Borrower (any such notice being expressly waived by Borrower) and to the fullest
extent permitted by law, to set-off and apply any and all deposits (general or
special, time or demand, provisional or final, but specifically excluding any
trust or segregated accounts) at any time held by Lender and any and all other
indebtedness at any time owing by Lender to or for the credit or account of
Borrower against any and all of Borrower’s Obligations irrespective of whether
or not Lender shall have made any demand under this Agreement or under any of
the other Transaction Documents and although such obligations may be contingent
or unmatured. Lender agrees to promptly notify Borrower after any such set-off
and application made by Lender, provided, however, that the failure to give such
notice shall not affect the validity of such set-off and application or result
in any liability to Lender. The rights of Lender under this Section 7.02
are in addition to any other rights and remedies (including, without limitation,
other rights of set-off) which Lender may have. Nothing contained in this
Agreement or any other Transaction Document shall impair the right of Lender to
exercise any right of set-off or counterclaim it may have against Borrower and
to apply the amount subject to such exercise to the payment of indebtedness of
Borrower unrelated to this Agreement or the other Transaction
Documents.
   24
  
 7.03.  Cost and Expenses.
Borrower agrees, whether or not any Loan is made under this Agreement, to pay or
reimburse Lender upon demand for (a) all out-of-pocket costs and expenses
incurred by Lender in connection with the preparation, documentation,
negotiation and/or execution of this Agreement and/or any of the other
Transaction Documents (subject to any limits on such reimbursement that have
been mutually agreed to in writing), (b) all recording, filing and search
fees and expenses incurred by Lender in connection with this Agreement and/or
any of the other Transaction Documents, (c) all out-of-pocket costs and
expenses (including, without limitation, reasonable attorneys’ fees and
expenses) incurred by Lender in connection with the (i) the preparation,
documentation, negotiation and execution of any amendment, modification,
extension, renewal or restatement of this Agreement and/or any of the other
Transaction Documents (subject to any limits on such reimbursement that have
been mutually agreed to in writing) or (ii) the preparation of any waiver
or consent under this Agreement or under any of the other Transaction Documents
and (d) if an Event of Default occurs, all out-of-pocket costs and expenses
(including, without limitation, reasonable attorneys’ fees and expenses)
incurred by Lender in connection with such Event of Default and collection and
other enforcement proceedings resulting therefrom. Borrower further agrees to
pay or reimburse Lender upon demand for any stamp or other similar taxes which
may be payable with respect to the execution, delivery, recording and/or filing
of this Agreement and/or any of the other Transaction Documents. All of the
obligations of Borrower under this Section 7.03 shall survive the
satisfaction and payment of Borrower’s Obligations and the termination of this
Agreement.
  7.04.  General Indemnity. In
addition to the payment of expenses pursuant to Section 7.03, whether or not the
transactions contemplated hereby shall be consummated, Borrower hereby agrees to
defend, indemnify, pay and hold Lender any holders of the Note, and the
officers, directors, employees, agents and affiliates of Lender and such holders
(collectively, the “Indemnitees”)
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, disbursements, costs and
expenses of any kind or nature whatsoever (including, without limitation, the
reasonable fees and disbursements of counsel for such Indemnitees in connection
with any investigative, administrative or judicial proceeding commenced or
threatened, whether or not such Indemnitees shall be designated a party thereto,
provided that the Indemnitees shall share counsel to defend their interests to
the extent legally practicable), that may be imposed on, incurred by or asserted
against the Indemnitees, in any manner relating to or arising out of this
Agreement, any of the other Transaction Documents or any other agreement,
document or instrument executed and delivered by Borrower in connection herewith
or therewith, the statements contained in any commitment letters delivered by
Lender, the agreement of Lender to make the Loans under this Agreement or the
use or intended use of the proceeds of any Loan under this Agreement
(collectively, the “Indemnified
Liabilities”); provided that
(a) the Indemnitees shall promptly (and in any event within fifteen (15)
Business Days after receiving notice of the existence of any potential
Indemnified Liabilities) notify Borrower in writing of the existence of any
potential Indemnified Liabilities; (b) Borrower shall have the right to
assume and thereafter conduct the defense of any Indemnified Liabilities with
counsel of its choice reasonably satisfactory to the Indemnitees, provided that
Borrower will not consent to the entry of any judgment or enter into any
settlement with respect to any Indemnified Liabilities without the prior written
consent of the Indemnitees (not to be unreasonably withheld) unless the judgment
or proposed settlement fully releases such Indemnitees and involves only the
payment of money damages that are covered in full by this indemnity and does not
impose an injunction or other equitable relief upon any Indemnitee and is
subject to confidentiality provisions acceptable to the Indemnitees (which
approval will not be unreasonably withheld by the Indemnitees); and
(c) Borrower shall have no obligation to an Indemnitee hereunder with
respect to Indemnified Liabilities directly resulting from the gross negligence
or willful misconduct of that Indemnitee as determined by a court of competent
jurisdiction in a final, nonappealable order. To the extent that the undertaking
to indemnify, pay and hold harmless set forth in the preceding sentence may be
unenforceable because it is violative of any law or public policy, Borrower
shall contribute the maximum portion that it is permitted to pay and satisfy
under applicable law to the payment and satisfaction of all Indemnified
Liabilities incurred by the Indemnitees or any of them.  All sums due
to Lender under this Section 7.04 shall be obligations of Borrower, due and
payable promptly following demand, provided, however, during the continuance of
an Event of Default no such demand shall be required.  The provisions
of the undertakings and indemnification set out in this Section 7.04 shall
survive satisfaction and payment of Borrower’s Obligations and the termination
of this Agreement.
  25
 
 
 7.05.  Notices. Unless
otherwise provided in this Agreement or in another agreement between Lender and
Borrower, all notices required under this Agreement shall be personally
delivered or sent by first class mail, postage prepaid, or by overnight courier,
to the addresses on the signature page of this Agreement, or sent by facsimile
to the fax numbers listed on the signature page, or to such other addresses as
Lender and Borrower may specify from time to time in writing.  Notices
and other communications shall be effective (i) if mailed, upon the earlier of
receipt or five (5) days after deposit in the U.S. mail, first class, postage
prepaid, (ii) if faxed, when transmitted, or (iii) if hand-delivered, by courier
or otherwise, when delivered.
 
 7.06.  Dispute Resolution
Provision.
  This
paragraph, including the subparagraphs below, is referred to as the “Dispute Resolution
Provision.”  This Dispute Resolution Provision is a material
inducement for the parties entering into this agreement.
 
 (a)  This
Dispute Resolution Provision concerns the resolution of any controversies or
claims between the parties, whether arising in contract, tort or by statute,
including but not limited to controversies or claims that arise out of or relate
to: (i) this agreement (including any renewals, extensions or modifications); or
(ii) any document related to this agreement (collectively a “Claim”).  For
the purposes of this Dispute Resolution Provision only, the term “parties” shall
include any parent corporation, subsidiary or affiliate of Lender involved in
the servicing, management or administration of any obligation described or
evidenced by this Agreement.
 
 (b)  At the
request of any party to this agreement, any Claim shall be resolved by binding
arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code)
(the “Act”).  The
Act will apply even though this agreement provides that it is governed by the
law of a specified state.
 
 (c)  Arbitration
proceedings will be determined in accordance with the Act, the then-current
rules and procedures for the arbitration of financial services disputes of the
American Arbitration Association or any successor thereof (“AAA”), and the terms
of this Dispute Resolution Provision.  In the event of any
inconsistency, the terms of this Dispute Resolution Provision shall
control.  If AAA is unwilling or unable to (i) serve as the provider
of arbitration or (ii) enforce any provision of this arbitration clause, Lender
may designate another arbitration organization with similar procedures to serve
as the provider of arbitration.
 
 (d)  The
arbitration shall be administered by AAA and conducted, unless otherwise
required by law, in any U.S. state where real or tangible personal property
collateral for this credit is located or if there is no such collateral, in the
state specified in the governing law section of this agreement.  All
Claims shall be determined by one arbitrator; however, if Claims exceed Five
Million Dollars ($5,000,000), upon the request of any party, the Claims shall be
decided by three arbitrators.  All arbitration hearings shall commence
within ninety (90) days of the demand for arbitration and close within ninety
(90) days of commencement and the award of the arbitrator(s) shall be issued
within thirty (30) days of the close of the hearing.  However, the
arbitrator(s), upon a showing of good cause, may extend the commencement of the
hearing for up to an additional sixty (60) days.  The arbitrator(s)
shall provide a concise written statement of reasons for the
award.  The arbitration award may be submitted to any court having
jurisdiction to be confirmed and have judgment entered and
enforced.
 
 (e)  The
arbitrator(s) will give effect to statutes of limitation in determining any
Claim and may dismiss the arbitration on the basis that the Claim is barred. For
purposes of the application of any statutes of limitation, the service on AAA
under applicable AAA rules of a notice of Claim is the equivalent of the filing
of a lawsuit.  Any dispute concerning this arbitration provision or
whether a Claim is arbitrable shall be determined by the arbitrator(s), except
as set forth at subparagraph (h) of this Dispute Resolution
Provision.  The arbitrator(s) shall have the power to award legal fees
pursuant to the terms of this agreement.
   26
  
 
 (f)  This
paragraph does not limit the right of any party to: (i) exercise self-help
remedies, such as but not limited to, setoff; (ii) initiate judicial or
non-judicial foreclosure against any real or personal property collateral; (iii)
exercise any judicial or power of sale rights, or (iv) act in a court of law to
obtain an interim remedy, such as but not limited to, injunctive relief, writ of
possession or appointment of a receiver, or additional or supplementary
remedies.
 
 (g)  The
filing of a court action is not intended to constitute a waiver of the right of
any party, including the suing party, thereafter to require submittal of the
Claim to arbitration.
 
 (h)  Any
arbitration or trial by a judge of any Claim will take place on an individual
basis without resort to any form of class or representative action (the “Class Action
Waiver”).  Regardless of anything else in this Dispute
Resolution Provision, the validity and effect of the Class Action Waiver may be
determined only by a court and not by an arbitrator.  The parties to
this Agreement acknowledge that the Class Action Waiver is material and
essential to the arbitration of any disputes between the parties and is
nonseverable from the agreement to arbitrate Claims. If the Class Action Waiver
is limited, voided or found unenforceable, then the parties’ agreement to
arbitrate shall be null and void with respect to such proceeding, subject to the
right to appeal the limitation or invalidation of the Class Action
Waiver.  The parties
acknowledge and agree that under no circumstances will a class action be
arbitrated.
 
 (i)  By
agreeing to binding arbitration, the parties irrevocably and voluntarily waive
any right they may have to a trial by jury in respect of any
Claim.  Furthermore, without intending in any way to limit this
agreement to arbitrate, to the extent any Claim is not arbitrated, the parties
irrevocably and voluntarily waive any right they may have to a trial by jury in
respect of such Claim.  This waiver of jury trial shall remain in
effect even if the Class Action Waiver is limited, voided or found
unenforceable.  WHETHER THE CLAIM IS DECIDED BY
ARBITRATION OR BY TRIAL BY A JUDGE, THE PARTIES AGREE AND UNDERSTAND THAT THE
EFFECT OF THIS AGREEMENT IS THAT THEY ARE GIVING UP THE RIGHT TO TRIAL BY JURY
TO THE EXTENT PERMITTED BY LAW.
 
 7.07.  Governing Law. This
Agreement shall be governed by and construed in accordance with the substantive
laws of the State of Missouri (without reference to conflict of law
principles).  To the extent that Lender has greater rights or remedies
under federal law, whether as a national bank or otherwise, this paragraph shall
not be deemed to deprive Lender of such rights and remedies as may be available
under federal law.
 
 7.08.  Amendments and
Waivers. Any provision of this Agreement, the Note or any of the other
Transaction Documents to which Borrower is a party may be amended or waived if,
but only if, such amendment or waiver is in writing and is signed by Borrower
and Lender.
 
 7.09.  References; Headings for
Convenience. Unless otherwise specified herein, all references herein to
Section numbers refer to Section numbers of this Agreement, all references
herein to Exhibits “A”, “B” and
“C” refer to annexed Exhibits “A”, “B” and
“C”, respectively, that are hereby incorporated herein by reference and all
references herein to Schedule 2.02
and Schedule
5.01(f)(iii) refer to annexed Schedule 2.02
and Schedule
5.01(f)(iii), respectively, each of which is hereby incorporated herein
by reference. The Section headings are furnished for the convenience of the
parties and are not to be considered in the construction or interpretation of
this Agreement.
 
 7.10.  Successors and
Assigns. The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns, except that Borrower may not assign or otherwise transfer any of its
rights or delegate any of its obligations or duties under this
Agreement.
   27
  
 
 7.11.  NOTICE REQUIRED BY SECTION
432.047 R.S.Mo.; ENTIRE AGREEMENT This notice is provided pursuant to
Section 432.047 R.S.Mo. As used herein, “creditor” means Lender and “this
writing” means this Agreement and the other Transaction Documents.
  ORAL
AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT
IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND
US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE
REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
AGREE IN WRITING TO MODIFY IT.
  Borrower
acknowledges that there are no other agreements between Lender and Borrower,
oral or written, concerning the subject matter of the Transaction Documents, and
that all prior agreements concerning the same subject matter, including any
proposal or commitment letter, are merged into the Transaction Documents and
thereby extinguished.
 
 7.12.  Severability. In the
event any one or more of the provisions contained in this Agreement should be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
 
 7.13.  Counterparts. This
Agreement may be executed in any number of counterparts (including facsimile
counterparts), each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
 
 7.14.  Confidentiality Any
information received by Lender from Borrower and clearly marked as confidential
shall be treated as confidential by Lender in accordance with its customary
practices and procedures. Notwithstanding such agreement, nothing herein
contained shall limit or impair the right or obligation of Lender to disclose
such information: (a) to its auditors, attorneys, trustees, employees,
directors, officers, advisors, affiliates or agents; (b) when and as
required by any law, ordinance, subpoena or governmental order, rule or
regulation; (c) as may be required, requested or otherwise appropriate in
any report, statement or testimony submitted to any municipal, state, provincial
or federal regulatory body or any self-regulatory body having or claiming to
have jurisdiction over Lender; (d) which is publicly available or readily
ascertainable from public sources, or which is received by Lender from a third
Person which or which is not known by Lender to be bound to keep the same
confidential; (e) in connection with any proceeding, case or matter pending
(or on its face purported to be pending) before any court, tribunal or any
governmental agency, commission, authority, board or similar entity; (f) in
connection with protection of its interests under this Agreement, the Note or
any of the other Transaction Documents, including, without limitation, the
enforcement of the terms and conditions of this Agreement, the Note and the
other Transaction Documents; or (g) to any entity utilizing such
information to rate the creditworthiness of Lender or to rate or classify the
debt or equity securities of Lender or report to the public concerning the
industry of which such Lender is a part. It is agreed and understood that Lender
shall not be liable to Borrower or any other Person for failure to comply with
the foregoing except in any case involving Lender’s gross negligence or willful
misconduct as determined by a court of competent jurisdiction in a final,
nonappealable order.
  (SIGNATURES ON FOLLOWING
PAGE)
   28
  THIS
AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE
PARTIES.
  This Agreement is executed as of the
date stated at the top of the first page.
  Borrower:THE
      LACLEDE GROUP, INC.By:
                /s/
      Lynn D. RawlingsPrintName:
                Lynn
      D. RawlingsTitle:
                TreasurerAddress:720
      Olive Street, Suite 1525St.
      Louis, Missouri 63101Attention:
      TreasurerFacsimile
      No.: (314) 421-1979Lender:BANK
      OF AMERICA, N.A.By:
                /s/
      Erica A. EscagnePrintName:
                Erica
      A. EscagneTitle:
                Senior
      Vice PresidentAddress:Bank
      of America, N.A.Mail
      Code: M01-800-13-05Bank
      of America Plaza800
      Market St.St.
      Louis, MO 63101-2510Attention:
      Erica A. Escagne, Senior Vice PresidentFacsimile
      No.: (314) 466-6499
   Federal
law requires Bank of America, N.A. (the “Bank”) to provide the
following notice. The notice is not part of the foregoing agreement or
instrument and may not be altered.  Please read the notice
carefully.
  USA
PATRIOT ACT NOTICE
 
 Federal
law requires all financial institutions to obtain, verify and record information
that identifies each person who opens an account or obtains a
loan.  The Bank will ask for Borrower’s legal name, address, tax ID
number or social security number and other identifying
information.  The Bank may also ask for additional information or
documentation or take other actions reasonably necessary to verify the identity
of Borrower, guarantors or other related persons.
  SIGNATURE
PAGE TO CREDIT AGREEMENT
  
  SCHEDULE 2.02
   Authorized
Individuals
   Douglas
H. Yaeger
  Mark D.
Waltermire
  Lynn D.
Rawlings
  Kent H.
Sturhahn
  Delfina
Myers
   30
  
  SCHEDULE 4.09
   Litigation
   
   
   
   
   31
  
  SCHEDULE 5.01(f)(iii)
  Liens outstanding on the
date of this Agreement
  NONE
   32
  
  EXHIBIT
A
  REVOLVING
NOTE
  $
              40,000,000.00
              
              St.
      Louis, Missouri
                October
      2, 2009
 
  FOR
VALUE RECEIVED, THE LACLEDE
GROUP, INC., a Missouri corporation (“Borrower”), hereby
promises to pay to the order of BANK OF AMERICA, .N.A. (“Lender”), on the last
day of the Revolving Credit Period, the principal sum of Forty Million Dollars
($40,000,000.00), or such lesser sum as may then constitute the aggregate unpaid
principal amount of all Loans made by Lender to Borrower pursuant to the
Agreement (defined below). Borrower further promises to pay interest from the
date hereof on the balance of said principal from time to time outstanding at a
per annum rate or rates determined pursuant to the Agreement and at the times
required by the Agreement.  The aggregate principal amount of
Revolving Credit Loans that Lender shall be committed to have outstanding under
this Revolving Note (this “Note”) at any one
time shall not exceed Forty Million Dollars ($40,000,000.00), which amount may
be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the
terms and conditions of this Note and of the Agreement.
  All
payments received by Lender under this Note shall be allocated among the
principal, interest, collection costs and expenses and other amounts due under
this Note in such order and manner as Lender shall elect. The amount of interest
accruing under this Note shall be computed on an actual day, 360-day year
basis.
  All
payments of principal and interest under this Note shall be made in lawful
currency of the United States in Federal or other immediately available funds at
the office of Lender located at Bank of America, N.A., 800 Market St., St.
Louis, MO 63101-2510, or such other place as Lender may from time to time
designate in writing.
  This
Note is the “Note” referred to in the Credit Agreement dated as of the date
hereof by and between Borrower and Lender, as the same may from time to time be
amended, modified, extended, renewed or restated (the “Agreement”; all
capitalized terms used and not otherwise defined in this Note shall have the
respective meanings ascribed to them in the Agreement). The Agreement, among
other things, contains provisions for acceleration of the maturity of this Note
upon the occurrence of certain stated events and also for prepayments on account
of principal of this Note and interest on this Note prior to the maturity of
this Note upon the terms and conditions specified therein.
  If
Borrower shall fail to make any payment of any principal or interest due under
this Note as and when the same shall become due, then the entire outstanding
principal balance of this Note and all accrued and unpaid interest thereon may
be declared to be immediately due and payable in the manner and with the effect
as provided in the Agreement.
  In the
event that any payment of any principal or interest due under this Note is not
paid when due, whether by reason of maturity, acceleration or otherwise, and
this Note is placed in the hands of an attorney or attorneys for collection, or
if this Note is placed in the hands of an attorney or attorneys for
representation of Lender in connection with bankruptcy or insolvency proceedings
relating to or affecting this Note, Borrower hereby promises to pay to the order
of Lender, in addition to all other amounts otherwise due on, under or in
respect of this Note, the costs and expenses of such collection and
representation, including, without limitation, reasonable attorneys’ fees and
expenses (whether or not litigation shall be commenced in aid
thereof).
   1
  
  Borrower
and all other Persons who become parties obligated under this Note, whether as
guarantors, sureties, endorsers or otherwise, waive any right to demand for
payment, any requirement for protest or notice of dishonor, all other rights to
notice or demands with respect to this Note, any defense based on lack of
diligence in the enforcement of this Note, and any defense which such party may
have based on suretyship or impairment of collateral.  Every such
party assents to each and every extension or postponement of the time of
payment, whether at or after demand, or other indulgence, and waives any right
to notice thereof.
  No
amendment, modification or waiver of any provision of this Note, or consent to
any departure by Borrower herefrom, will be effective unless the same is in
writing signed by an authorized officer of Lender, and then only in the specific
instance and for the specific purpose for which given.  No failure on
the part of Lender to exercise, and no delay in exercising, any right under this
Note operates as a waiver thereof, and no single or partial exercise by Lender
of any right under this Note precludes any other or further exercise thereof, or
the exercise of any other right.  Each and every right granted to
Lender under this Note or allowed to it at law or in equity is cumulative and
such remedies may be exercised from time to time concurrently or consecutively
at Lender’s option.
  All
notices required to be given or which may be given in connection with this Note
shall be given in the manner required for notices under the
Agreement.
  This
Note shall be governed by and construed in accordance with the substantive laws
of the State of Missouri (without reference to conflict of law
principles).
  
  Borrower:THE
      LACLEDE GROUP, INC.By:Print
      Name:Title:
 
   2
  
  EXHIBIT
B
  CLOSING
CHECKLIST
   
   i
  
  EXHIBIT
C
  COMPLIANCE
CERTIFICATE
  This
Compliance Certificate  (the “Certificate”) is
delivered pursuant to the Credit Agreement dated as of October 2, 2009 (as the
same may from time to time be amended, modified, extended, renewed or restated,
the “Credit
Agreement”), by and between The Laclede Group, Inc. (“Borrower”) and Bank
of America, N.A. (“Lender”).  Unless
otherwise defined, terms used herein (including any exhibits hereto) have the
meanings provided in the Credit Agreement.
  The
undersigned, being the duly elected, qualified and acting ______________ of the
Borrower, on behalf of the Borrower and solely in his or her capacity as an
officer of the Borrower, hereby certifies and warrants that:
  (a)           He
or she is the _____________ of the Borrower and that, as such, he or she is
authorized to execute this Certificate on behalf of the Borrower.
  (b)           As
of the date hereof:
  (i)            except
as set forth below, all of the representations and warranties made by Borrower
in the Credit Agreement and/or in any of the other Transaction Documents are
true and correct in all material respects on and as of the date of this
Certificate as if made on and as of the date of this Certificate:
  Exceptions:;
  (ii)            except
as set forth below, no Default or Event of Default under or within the meaning
of the Credit Agreement has occurred and is continuing:
  Exceptions:;
and
  (iii)            the
financial statements of Borrower and its Subsidiaries made available to you are
true, correct and complete in all material respects and have been prepared in
accordance with GAAP (subject, in the case of any interim financial statements,
to normal year-end adjustments and absence of footnote
disclosures).
  (iv)            Borrower
had a Consolidated Capitalization Ratio of not more than Seventy Percent (70%)
at all times during the period commencing ,
200_, and ending ,
200_, calculated as follows:
  (1)           Consolidated
Debt as of _______,
200__                    
$_________
  (2)           Consolidated
Net Worth as of _____,
200__                
$_________
  (3)           Consolidated
Capitalization (item (1) + item
(2))                    
$_________
  (4)           Consolidated
Capitalization Ratio (item (1) ÷ item
(3))_________%
  
   1
  
  IN WITNESS WHEREOF, the undersigned has
executed and delivered this certificate, this ______ day of ______________,
20____.
  THE
      LACLEDE GROUP, INC.By:Print
      Name:Title:
  
   
   2