Exhibit
10.11c
 
 THIRD AMENDMENT TO AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT
 
 THIS THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT (this “Third Amendment”) is
made and entered into as of November 21, 2008, by and between THE LACLEDE GROUP, INC., a
Missouri corporation (“Borrower”), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association (“Lender”), and has
reference to the following facts and circumstances (the “Recitals”):
 
 A.           Borrower
and Lender executed the Amended and Restated Revolving Credit Agreement dated as
of August 4, 2005 (the “2005
Agreement”).
 
 B.           The
2005 Agreement was previously amended as provided in the First Amendment to
Amended and Restated Revolving Credit Agreement dated as of March 31, 2008 and
the Second Amendment to Amended and Restated Revolving Credit Agreement dated as
of August 4, 2008 (the 2005 Agreement as amended thereby, hereafter referred to
as the “Agreement”; all
capitalized terms used and not otherwise defined in this Third Amendment shall
have the respective meanings ascribed to them in the Agreement).
 
 C.           Borrower
and Lender desire to further amend the Agreement, in the manner hereinafter set
forth.
 
 NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree
as follows:
 
 1.           Recitals.  The Recitals are
true and correct, and, together with the defined terms set forth therein, are
incorporated herein by this reference.
 
 2.           Amendment
to Agreement.  The Agreement is
amended as follows:
 
 (a)        The
following definition of “2008 LGC Loan Agreement” is added to Section 1.01 the
Agreement in the correct alphabetical order:
 
 “2008 LGC Loan
Agreement shall mean the Loan Agreement dated as of November 17, 2008,
executed by LGC, as Borrower, the Lenders party thereto, and U.S. Bank National
Association, as Administrative Agent, as the same may from time to time be
amended, modified, extended, renewed or restated.”
 
 (b)        The
following is added to the end of Section 5.02 of the Agreement:
 
 “In
addition, Borrower covenants and agrees not to contribute the proceeds of any
Loans hereunder to LGC unless the Revolving Credit Commitments under the 2008
LGC Loan Agreement have been fully advanced by Lenders.”
 
 3.           Costs and
Expenses.  Borrower hereby
agrees to reimburse Lender upon demand for all out-of-pocket costs and expenses
(including, without limitation, reasonable attorneys’ fees and expenses)
incurred by Lender in the preparation, negotiation and execution of this Third
Amendment and any and all other agreements, documents, instruments and/or
certificates relating to this Third Amendment.  All of the obligations
of Borrower under this paragraph shall survive the payment of Borrower’s
Obligations and the termination of the Agreement as amended hereby.
 
 4.           References
to Agreement.  All references in
the Agreement to “this Agreement” and any other references of similar import
shall henceforth mean the Agreement as amended by this Amendment.
 
 5.           Full
Force and Effect.Except to the
extent specifically amended by this Third Amendment, all of the terms,
provisions, conditions, covenants, representations and warranties contained in
the Agreement and the Note shall be and remain in full force and effect and the
same are hereby ratified and confirmed.
 
 
 6.           Benefit.  This Third
Amendment shall be binding upon and inure to the benefit of Borrower and Lender
and their respective successors and assigns, except that Borrower may not
assign, transfer or delegate any of its rights or obligations under the
Agreement as amended by this Amendment.
 
 7.           Representations
and Warranties.  Borrower hereby
represents and warrants to Lender that:
 
 (a)        the
execution, delivery and performance by Borrower of this Third Amendment are
within the corporate powers of Borrower, have been duly authorized by all
necessary corporate action and require no action by or in respect of, consent of
or filing or recording with, any governmental or regulatory body,
instrumentality, authority, agency or official or any other Person;
 
 (b)        the
execution, delivery and performance by Borrower of this Third Amendment do not
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, the terms of the
Articles of Incorporation or Bylaws of Borrower, any applicable law, rule,
regulation, order, writ, judgment or decree of any court or governmental or
regulatory body, instrumentality authority, agency or official or any agreement,
document or instrument to which Borrower is a party or by which Borrower or any
of its property is bound or to which Borrower or any of its property is
subject;
 
 (c)        this
Third Amendment has been duly executed and delivered by Borrower and constitutes
the legal, valid and binding obligation of Borrower enforceable against Borrower
in accordance with its terms, except as such enforceability may be limited by
(i) applicable bankruptcy, insolvency or similar laws affecting the enforcement
of creditors’ rights generally and (ii) general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law);
 
 (d)        all
of the representations and warranties made by Borrower in the 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 Third Amendment as if made on and as of
the date of this Third Amendment; and
 
 (e)        as
of the date of this Third Amendment, no Default or Event of Default under or
within the meaning of the Agreement has occurred and is continuing.
 
 8.           Release.Borrower hereby
unconditionally releases, acquits, waives, and forever discharges Lender and its
successors, assigns, directors, officers, agents, employees, representatives and
attorneys from any and all liabilities, claims, causes of action or defenses, if
any, and for any action taken or for any failure to take any action, existing at
any time prior to the execution of this Third Amendment.
 
 9.           Inconsistency.In the event of
any inconsistency or conflict between this Third Amendment and the Agreement,
the terms, provisions and conditions contained in this Amendment shall govern
and control.
 
 10.         Missouri
Law.This Third
Amendment shall be governed by and construed in accordance with the substantive
laws of the State of Missouri (without reference to conflict of law
principles).
 
 11.         Notice Required by Section
432.047 R.S. Mo.  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))
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 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.
 
 12.           Conditions
Precedent.Notwithstanding
any provision contained in this Third Amendment to the contrary, this Third
Amendment shall not be effective unless and until Lender shall have received the
following, all in form and substance acceptable to Lender:
 
 (a)           this
Third Amendment, duly executed by Borrower;
 
 (b)           the
Consent of Guarantor duly executed by Laclede Energy;
 
 (c)           the
following organizational documents of Borrower:  (i) a copy of
resolutions of the Board of Directors of Borrower, duly adopted, which authorize
the execution, delivery and performance of this Amendment; (ii) an incumbency
certificate, executed by the Secretary of Borrower, which shall identify by name
and title and bear the signatures of all of the officers of Borrower executing
this Amendment; and (iii) a certificate of corporate good standing of Borrower
issued by the Secretary of State of the State of Missouri, or other evidence of
good standing satisfactory to Lender;
 
 (d)           the
following organizational documents of Laclede Energy:  (i) a copy of
resolutions of the Board of Directors of Laclede Energy, duly adopted, which
authorize the execution, delivery and performance of the Consent of Guarantor;
(ii) an incumbency certificate, executed by the Secretary of Laclede Energy,
which shall identify by name and title and bear the signatures of all of the
officers of Borrower executing the Consent of Guarantor; and (iii) a certificate
of corporate good standing of Laclede Energy issued by the Secretary of State of
the State of Missouri, or other evidence of good standing satisfactory to
Lender; and
 
 (e)           such
other documents and information as reasonably requested by Lender.
 
 IN WITNESS WHEREOF, Borrower and Lender
have executed this Third Amendment as of the day and year first above
written.
 
 
 
 
 
 (SIGNATURES
ON FOLLOWING PAGE)
 
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  SIGNATURE
PAGE-
 THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING
CREDIT AGREEMENT
 
 Borrower:THE
      LACLEDE GROUP, INC.By:
                /s/
      Lynn D. RawlingsLynn
      D. Rawlings, Treasurer and Assistant SecretaryLender:U.S.
      BANK NATIONAL ASSOCIATION,By:
                /s/
      Karen MeyerKaren
      Meyer, Vice President
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