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Exhibit 10(v)-11




SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and
entered into effective as of September 30, 2008, by and among ENERGYSOUTH, INC., a Delaware
corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership
(the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several
banks and other financial institutions and lenders from time to time party to the Credit Agreement
referred to below (the “Lenders”), and REGIONS BANK, in its capacity as administrative agent for
the Lenders (the “Administrative Agent”).



W I T N E S S E T H:




     WHEREAS, the Borrowers, the Lenders, and the Administrative Agent are parties to a certain
Amended and Restated Credit Agreement, dated as of November 28, 2007, as amended by a certain First
Amendment to Amended and Restated Credit Agreement dated as of July 25, 2008 (as so amended, the
“Credit Agreement”), pursuant to which the Lenders have made certain financial accommodations
available to the Borrowers; and



     WHEREAS, the Borrowers have requested that the Lenders agree to amend certain provisions of
the Credit Agreement, all as more particularly provided in this Amendment, and subject to the terms
and conditions hereof, the Lenders are willing to agree to such amendments;



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



     SECTION 1. Definitions. Capitalized terms used but not defined in this Amendment have the
meanings assigned to such terms in the Credit Agreement.



     SECTION 2. Amendments to Existing Definitions. Section 1.1 of the Credit Agreement is
hereby amended by deleting the definitions for the terms “Change in Control,” “Consolidated Net
Income” and “Debt Issuance” in their entirety and substituting in lieu thereof the following
definitions for such terms:




     “Change in Control” shall mean the occurrence of one or more of the following events:
(i) any sale, lease, exchange or other transfer (in a single transaction or a series of
related transactions) of all or substantially all of the assets of the Parent Borrower to
any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the
rules of the Securities and Exchange Commission thereunder in effect on the date hereof),
(ii) the acquisition of ownership, directly or indirectly, beneficially or of record, by any
Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the
rules of the Securities and Exchange Commission thereunder as in effect on the date



 









 






hereof), other than by Sempra and any direct or indirect wholly owned Subsidiary of Sempra pursuant
to the Merger Transaction, of more than 25% of the outstanding shares of the voting stock of
the Parent Borrower, (iii) occupation of a majority of the seats (other than vacant seats)
on the board of directors of the Parent Borrower by Persons who were neither (x) appointed
by operation of Section 2.03 of the Merger Agreement, (y) nominated and appointed by Sempra
or by a direct or indirect wholly owned Subsidiary of Sempra, or (z) nominated and appointed
by directors so appointed, or (iv) at any time after consummation of the Merger Transaction,
the existence or occurrence of any Sempra Change in Control.




     “Consolidated Net Income” shall mean, for any period, the net income (or loss) of the
Parent Borrower and its Subsidiaries for such period, but excluding therefrom (to the extent
otherwise included therein) (i) any income or losses from discontinued operations, (ii) any
extraordinary gains or losses, (iii) any gains attributable to write-ups of assets, (iv) any
equity interest of the Parent Borrower and its Subsidiaries in the unremitted earnings of
any Person that is not a Subsidiary, (v) any income (or loss) of any Person accrued prior to
the date it becomes a Subsidiary or is merged into or consolidated with the Parent Borrower
or any Subsidiary or the date that such Person’s assets are acquired by the Parent Borrower
or any Subsidiary, (vi) one-time start-up costs for the operations of Mississippi Hub up to
an aggregate amount not to exceed $1,000,000, and (vii) for purposes of calculating the
Leverage Ratio pursuant to Section 6.1 and the Interest Coverage Ratio pursuant to
Section 6.2, the Excluded Merger Transaction Expenses (up to the maximum amount
specified in the definition for such term), in each case determined on a consolidated basis
in accordance with GAAP for such period, but excluding from all of the foregoing items
attributable to MHAC LLC and MH LLC a pro rata portion thereof equal to the percentage of
equity interests in MHAC LLC and MH LLC not owned or held, directly or indirectly, by the
Parent Borrowers or its wholly owned Subsidiaries.




     “Debt Issuance” shall mean the issuance by the Parent Borrower or any Subsidiary of any
Indebtedness other than Indebtedness permitted under Section 7.1(a) through
(k).



     SECTION 3. Additional Definitions. Section 1.1 of the Credit Agreement is hereby further
amended by adding, in appropriate alphabetical order, the definitions for “Excluded Merger
Transaction Expenses”, “Merger Transaction”, “Sempra” and “Sempra Change in Control”, as follows:




     “Excluded Merger Transaction Expenses” shall mean, collectively: (i) the aggregate of
the investment banking, financial advisory and legal fees, printing and proxy solicitation
costs, and other one-time costs and expenses paid by the Parent Borrower with respect to the
Merger Transaction, in a total amount not to exceed $12,500,000; and (ii) accelerated equity
and equity based award payments required to be expensed by the Parent Borrower in connection
with the Merger Transaction, in a total amount not to exceed (x) $2,500,000, less
(y) any such amounts paid or reimbursed, or agreed to be
paid or reimbursed, by Sempra or any of its direct or indirect Subsidiaries that are
included in the Parent Borrower’s Consolidated Net Income.



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     “Merger Transaction” shall mean the merger of EMS Holdings Corp., a Delaware
corporation, and an indirect wholly owned Subsidiary of Sempra, with and into the Parent
Borrower, with the Parent Borrower being the surviving corporation in such merger
transaction, pursuant to the terms of the Merger Agreement.




     “Sempra” shall mean Sempra Energy, a California corporation.




     “Sempra Change in Control” shall mean the occurrence of one or more of the following
events: (i) any sale, lease, exchange or other transfer (in a single transaction or a series
of related transactions) of all or substantially all of the assets of Sempra to any Person
or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder in effect on the date hereof), (ii) the
acquisition of ownership, directly or indirectly, beneficially or of record, by any Person
or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof) of more than
25% of the outstanding shares of the voting stock of Sempra, (iii) occupation of a majority
of the seats (other than vacant seats) on the board of directors of Sempra by Persons who
were neither (x) nominated by the current board of directors or (y) appointed by directors
so nominated, or (iv) Sempra shall fail to own and control, directly or indirectly, all of
the outstanding shares of voting stock of the Parent Borrower.



     SECTION 4. Amendment to Section 7.1 (“Indebtedness”). Section 7.1 of the Credit
Agreement is hereby amended by adding the following subsection (k):




     (k) Unsecured Indebtedness created pursuant to any loans made to the Parent Borrower by
Sempra or any direct or indirect wholly owned Subsidiaries of Sempra, which Indebtedness is
subordinated to the Obligations on terms reasonably satisfactory to the Administrative
Agent.



     SECTION 5. Conditions to Effectiveness. This Amendment shall become effective when each of the
following conditions shall have been fulfilled:




     (i) the Borrowers, the Administrative Agent and those Lenders constituting the Required
Lenders shall have executed and delivered to the Administrative Agent a counterpart of this
Amendment;




     (ii) each of the Guarantors shall have executed and delivered to the Administrative
Agent the Guarantors’ Acknowledgment and Agreement attached to this Amendment; and




     (iii) the Parent Borrower shall have paid to the Administrative Agent (i) the fees
separately agreed in writing between the Parent Borrower and the Administrative
Agent with respect to this Amendment, and (ii) the fees and expenses as provided in
Section 8 below.



     SECTION 6. Representations and Warranties. The Borrowers represent and warrant that (a) the
representations and warranties contained in Article IV of the Credit Agreement (with each reference
therein to (i) “this Agreement”, “hereunder” and words of like import referring to



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the Credit Agreement being deemed to be a reference to this Amendment and the Credit Agreement as amended
hereby and (ii) “Loan Documents”, “thereunder” and words of like import being deemed to include
this Amendment, the Credit Agreement, as amended hereby, and the Guarantors’ Acknowledgment and
Agreement) are true and correct in all material respects (unless they speak to a specific prior
date) on and as of the date hereof (after giving effect to this Amendment) as though made on and as
of such date, (b) the execution, delivery and performance of this Amendment and the Guarantors’
Acknowledgment and Agreement have been duly authorized by all necessary and appropriate
organizational action by each respective Loan Party, do not violate any of the organizational
documents of any respective Loan Party, and do not violate any provision of applicable law or
regulations, orders, or rulings of any Governmental Authority applicable to any respective Loan
Party, or any other material agreement to which any respective Loan Party is a party, (c) upon
execution and delivery of this Amendment and the Guarantors’ Acknowledgment and Agreement by each
Loan Party party to such agreements, each document will constitute a legal and binding obligation
of each such Loan Party, enforceable against it in accordance with its terms, and (d) no event has
occurred and is continuing, or would result from the execution and delivery of this Amendment, that
constitutes a Default or an Event of Default (after giving effect to this Amendment).




     SECTION 7. Effect on the Credit Agreement. Except as specifically provided above, the Credit
Agreement shall continue to be in full force and effect and is hereby in all respects ratified and
confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under
the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.



     SECTION 8. Costs and Expenses. The Borrowers agree to pay on demand all reasonable costs and
expenses of the Administrative Agent in connection with the preparation, execution and delivery of
this Amendment, including, without limitation, the fees and out-of-pocket expenses of counsel for
the Administrative Agent with respect thereto, and all costs and expenses (including, without
limitation, counsel fees and expenses), if any, in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Amendment.



     SECTION 9. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts (in each case, any such
execution and delivery may occur by facsimile or pdf transmission of executed counterparts or
signature pages), each of which when
so executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.



     SECTION 10. Governing Law. This Amendment shall be governed by, and construed in accordance with,
the internal laws of the State of Georgia.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the date first above written.



	 	 	 	 	 
	 	ENERGYSOUTH, INC.,

as the Parent Borrower

 	 
	 	By  	            /s/ Charles P. Huffman
 	 
	 	 	Name:  	Charles P. Huffman 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 



	 	 	 	 	 
	 	BAY GAS STORAGE COMPANY, LTD.,

as the Subsidiary Borrower

 	 
	 	By:  	EnergySouth Midstream, Inc.,
 	 
	 	 	its sole general partner 	 



	 	 	 	 	 
	 	By  	            /s/ Charles P. Huffman
 	 
	 	 	Name:  	Charles P. Huffman 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



[SIGNATURE PAGE TO SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT]





 









 








	 	 	 	 	 
	 	REGIONS BANK,

as Administrative Agent, as Issuing Bank,

as Swingline Lender and as a Lender

 	 
	 	By  	            /s/ Edward E. Midyett
 	 
	 	 	Name:  	Edward E. Midyett 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT]














 








	 	 	 	 	 
	 	SUNTRUST BANK,

as a Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT]














 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Lender

 	 
	 	By  	            /s/ Helen D. Davis
 	 
	 	 	Name:  	Helen D. Davis 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT]














 








	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.,

as a Lender

 	 
	 	By  	            /s/ Jesus Serrano
 	 
	 	 	Name:  	Jesus Serrano 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT]














 








GUARANTORS’ ACKNOWLEDGMENT AND AGREEMENT





     Each of the undersigned Guarantors consents to the execution and delivery by the Borrowers of
this Amendment and jointly and severally ratifies and confirms the terms of the Subsidiary
Guarantee with respect to all indebtedness now or hereafter outstanding under the Credit Agreement
as amended hereby and all promissory notes issued thereunder. Each of the undersigned Guarantors
acknowledges and agrees that, notwithstanding anything to the contrary contained herein or in any
other document evidencing any indebtedness of the Borrowers to the Lenders or any other obligation
of the Borrowers, or any actions now or hereafter taken by the Lenders with respect to any
obligations of the Borrowers, the Subsidiary Guarantee (i) is and shall continue to be an absolute,
unconditional, joint and several, continuing and irrevocable guarantee of payment of all “Parent
Guaranteed Obligations” and “Subsidiary Borrower Guaranteed Obligations” to the extent and as
provided therein, including without limitation, all Borrowings (including, without limitation, all
Revolving Borrowings and Swingline Borrowings) and Letters of Credit made and issued under the
Credit Agreement, as amended, and (ii) is and shall continue to be in full force and effect in
accordance with its terms. Nothing contained herein to the contrary shall release, discharge,
modify, change or affect the obligations or liabilities of any Guarantor under the Subsidiary
Guarantee.



[Signature Page Follows]














 








	 	 	 	 	 
	 	GUARANTORS:




ENERGYSOUTH MIDSTREAM, INC.

 	 
	 	By:  	            /s/ Charles P. Huffman
 	 
	 	 	Name:  	Charles P. Huffman 	 
	 	 	Title:  	Executive Vice President and

     Chief Financial Officer 	 



	 	 	 	 	 
	 	ENERGYSOUTH SERVICES, INC.

 	 
	 	By:  	            /s/ Charles P. Huffman
 	 
	 	 	Name:  	Charles P. Huffman 	 
	 	 	Title:  	Executive Vice President and


    Chief Financial Officer 	 



	 	 	 	 	 
	 	MGS MARKETING SERVICES, INC.

 	 
	 	By:  	            /s/ Charles P. Huffman
 	 
	 	 	Name:  	Charles P. Huffman 	 
	 	 	Title:  	Executive Vice President and


    Chief Financial Officer