EGN 9/30/11 EX10(b)






FIRST AMENDMENT TO CREDIT AGREEMENT


This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into and effective as of November 2, 2011 among ALABAMA GAS CORPORATION, an
Alabama corporation (the "Borrower"), the Lenders party hereto and BANK OF AMERICA, N.A.,
as Administrative Agent (the "Administrative Agent"). Capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Credit Agreement (as defined below).


RECITALS


WHEREAS, the Borrower, the Lenders and the Administrative Agent are party to that
certain Credit Agreement dated as of October 29, 2010 (as amended and modified from time to
time, the "Credit Agreement");


WHEREAS, the Borrower has requested a revision to Section 8.09 of the Credit
Agreement; and


WHEREAS, the Required Lenders have agreed to such revision, subject to the terms set
forth herein, as more fully set forth below.


NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


AGREEMENT


		
	1.
	Amendment to Credit Agrreement. Section 8.09 of the Credit Agreement is


amended and restated in its entirety to read as follows:


Other than those in existence as of the date of this Agreement as set forth on
Schedule 8.09, enter into, or permit to exist, any Contractual Obligation that encumbers
or restricts the ability of any such Person to (a) make Restricted Payments to the
Borrower, (b) pay any Indebtedness or other obligation owed to the Borrower, (c) make
loans or advances to the Borrower, (d) transfer any of its property to the Borrower, (e)
pledge its property pursuant to the Loan Documents or any renewals, refinancings,
exchanges, refundings or extension thereof or (f) act as the Borrower (unless prohibited by
Law) pursuant to the Loan Documents or any renewals, refinancings, exchanges,
refundings or extension thereof, except (in respect of any of the matters referred to in
clauses (a)-(e) above) for (i) restrictions pursuant to this Agreement and the other Loan
Documents, (ii) restrictions in any document or instrument governing (x) Indebtedness
incurred pursuant to Sections 8.03(e) or 8.03(j) (provided that any such restriction
contained therein relates only to the asset or assets constructed or acquired in
connection therewith) and (y) other Indebtedness permitted by Section 8.03, (iii) any
Permitted Lien or any document or instrument governing any Permitted Lien; provided
that any such restriction contained therein relates only to the asset or assets subject to
such Permitted Lien or (iv) customary restrictions and conditions contained in any
agreement relating to the Disposition of any property permitted under Section 8.05
pending the consummation of such Disposition.











		
	2.
	Effectiveness; Conditions Precedent. This Amendment shall be effective upon


receipt by the Administrative Agent of copies of this Amendment duly executed by the Borrower,
the Administrative Agent and the Required Lenders.


		
	3.
	Ratification of Credit Agreement. The term "Credit Agreement" as used in each


of the Loan Documents shall hereafter mean the Credit Agreement as amended and modified by
this Amendment. Except as herein specifically agreed, the Credit Agreement, as amended by this
Amendment, is hereby ratified and confirmed and shall remain in full force and effect according
to its terms. The Borrower acknowledges and consents to the modifications set forth herein and
agrees that this Amendment does not impair, reduce or limit any of its obligations under the Loan
Documents (including, without limitation, the indemnity obligations set forth therein), except as
such obligations are expressly modified by this Amendment, and that, after the date hereof, this
Amendment shall constitute a Loan Document.


		
	4.
	Representations and Warranties. The Borrower represents and warrants as




		
	(a)
	It has taken all necessary corporate action to authorize the execution,


delivery and performance of this Amendment.


		
	(b)
	This Amendment has been duly executed and delivered by it and


constitutes its legal, valid and binding obligation, enforceable in accordance with its
terms except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar Debtor Relief Laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether enforcement is
sought by proceedings in equity or at law).


		
	(c)
	No approval, consent, exemption, authorization, or other action by, or


notice to, or filing with, any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery or performance by it, or enforcement
against it, of this Amendment other than those that have already been obtained and are in
full force and effect.


		
	(d)
	The execution and delivery of this Amendment by it has been duly


authorized by all necessary corporate action, and do not (a) contravene the terms of any
of its Organization Documents; (b) conflict with or result in any breach or contravention
of, or the creation of any Lien under, or require any payment to be made under (i) any
material Contractual Obligation to which it is a party or affecting it or its Properties or (ii)
any order, injunction, writ or decree of any Governmental Authority or any arbitral award
to which it or its property is subject; or (c) violate any material Law.


		
	(e)
	The representations and warranties contained in Article VI applicable to


it are true and correct in all material respects on and as of the date hereof, except to the
extent that such representations and warranties specifically refer to an earlier date, in
which case they were true and correct as of such earlier date.


		
	(f)
	No event has occurred and is continuing which constitutes a Default or


an Event of Default.


		
	5.
	Counterparts/Telecopy. This Amendment may be executed in any number of


counterparts, each of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. Delivery of executed counterparts of this
Amendment by telecopy or pdf. shall be effective as an original and shall constitute a
representation that an original shall be delivered promptly upon request.











		
	6.
	GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND


OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.











IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered and this Amendment shall be effective as of the date first above written.










BORROWER:
ALABAMA GAS CORPORATION, 
an Alabama corporation
	
	
	By   /s/ James T. McManus, II

	Name: James T. McManus, II    
Title: Chairman and Chief Executive Officer

	 

	By   /s/ Charles W. Porter, Jr.

	Name: Charles W. Porter, Jr.    
Title: Vice President, Chief Financial Officer
          and Treasurer

	 



















ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Administrative Agent
	
	
	By   /s/ Angelo M. Martorana

	Name: Angelo M. Martorana
Title: Assistant Vice President




LENDERS:
BANK OF AMERICA, N.A., as a Lender
	
	
	By   /s/ Stephanie R. Pendleton

	Name: Stephanie R. Pendleton    
Title: Senior Vice President




Wells Fargo Bank, NA, as a Lender
	
	
	By   /s/ Paul V. Farrell

	Name: Paul V. Farrell    
Title: Director




Regions Bank, as a Lender
	
	
	By   /s/ David A. Simmons

	Name: David A. Simmons    
Title: Senior Vice President




COMPASS BANK, as a Lender
	
	
	By   /s/ Scott Brewer

	Name: Scott Brewer    
Title: Vice President




Mizuho Corporate Bank (USA), as a Lender
	
	
	 

	By   /s/ Leon Mo

	Name: Leon Mo    
Title: Senior Vice President






SUMITOMO MITSUI BANKING CORPORATION, as a Lender
	
	
	By   /s/ Masakazu Hasegawa

	Name: Masakazu Hasegawa    
Title: Managing Director






US BANK, NATIONAL ASSOCIATION, as a Lender
	
	
	By   /s/ Kevin S. McFadden

	Name: Kevin S. McFadden    
Title: Vice President













SCOTIABANC INC., as a Lender
	
	
	By   /s/ J.F. Todd

	Name: J.F. Todd  
Title: Managing Director






CIBC Inc., as a Lender
	
	
	By   /s/ Trudy Nelson

	Name: Trudy Nelson    
Title: Authorized Signatory

	 

	By   /s/ Richard Antl

	Name: Richard Antl    
Title: Authorized Signatory




PNC BANK, NATIONAL ASSOCIATION, as a Lender
	
	
	By   /s/ John Berry

	Name: John Berry    
Title: Vice President




TORONTO DOMINION (NEW YORK) LLC, as a Lender
	
	
	By   /s/ Kelly Hundal

	Name: Kelly Hundal    
Title: Authorized Signatory




THE NORTHERN TRUST COMPANY, as a Lender
	
	
	By   /s/ John Canty

	Name: John Canty   
Title: Senior Vice President




BRANCH BANKING AND TRUST COMPANY, as a Lender
	
	
	By   /s/ Brantley Echols

	Name: Brantley Echols    
Title: Senior Vice President




Fifth Third Bank, as a Lender
	
	
	By   /s/ P. Ann Daniel

	Name: P. Ann Daniel    
Title: Relationship Manager






Land Bank of Taiwan Los Angeles Branch, as a Lender
	
	
	By   /s/ Juifu Chien

	Name: Juifu Chien    
Title: Vice President & General Manager