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Exhibit 10(v)-10




SUPPLEMENT AGREEMENT




     THIS SUPPLEMENT AGREEMENT (this “Agreement”) dated as of July 25, 2008, is being
executed and delivered pursuant to the provisions of Section 2.24 of that certain Amended and
Restated Credit Agreement dated as of November 28, 2007, among ENERGYSOUTH, INC. and BAY GAS
STORAGE COMPANY, LTD., as Borrowers, the Lenders from time to time parties thereto, and REGIONS
BANK, as Administrative Agent for the Lenders, as amended by that certain First Amendment to
Amended and Restated Credit Agreement dated as of July 25, 2008 (as so amended, and as the same may
hereafter be further amended, restated and supplemented from time to time, the “Credit
Agreement”), by each of the existing Lenders listed on the signature pages hereto (each a
“Consenting Lender” and collectively the “Consenting Lenders”), and the Borrowers,
and accepted by the Administrative Agent. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.



BACKGROUND



A. Pursuant to Section 2.24 of the Credit Agreement, the Parent Borrower has notified the
Administrative Agent that the Parent Borrower proposes to increase the Aggregate ESI Commitment
Amount under the Credit Agreement to the total amount of $225,000,000.



B. Each of the Consenting Lenders has agreed to increase its ESI Commitment by the amount specified
for such Consenting Lender on Schedule I attached to this Agreement.



C. The parties to this Agreement are entering into this Agreement for purposes of effecting the
increase in the ESI Commitments of the Consenting Lenders as contemplated by Section 2.24 of the
Credit Agreement.




     Accordingly, each of the parties to this Agreement hereby agrees as follows:


1. Each of the Consenting Lenders hereby agrees to increase the amount of its ESI Commitment to the
Parent Borrower under the Credit Agreement by the respective amount for such Consenting Lender
shown as being its “Increase in ESI Commitment” on Schedule I attached to this Agreement.
Such increase shall take effect for all purposes of the Credit Agreement on the Effective Date (as
hereinafter defined) of this Agreement.



2. Each party hereto acknowledges and agrees that the respective ESI Commitments of the Consenting
Lenders and the other ESI Lenders under the Credit Agreement are several and not joint commitments
and obligations of such ESI Lenders. After giving effect to the additional and increased ESI
Commitments as provided in this Agreement, each party further acknowledges and agrees that upon the
funding of any additional ESI Borrowings on or after the Effective Date, the outstanding principal
amounts of all ESI Commitments and the respective Percentages of the ESI Lenders are those set
forth on Schedule II.




 









 




3. Each party hereto agrees that this Agreement and the effectiveness of the increased ESI
Commitments as provided in this Agreement shall be subject to satisfaction by the Borrower of the
following conditions and requirements:





     (a) The Borrowers shall have delivered to the Administrative Agent the following in
form and substance satisfactory to the Administrative Agent:




     (i) a counterpart of this Agreement signed by the Consenting Lenders, the
Borrower and the Administrative Agent;




     (ii) a duly executed Note payable to each Consenting Lender to the extent
requested by any such Consenting Lender;




     (iii) a certificate of the Secretary or Assistant Secretary of the Parent
Borrower, attaching and certifying copies of the authorizing resolutions for the
increased ESI Commitments and any ESI Borrowings thereunder as provided in this
Agreement; and




     (iv) the favorable written opinion of Armbrecht Jackson LLP, as counsel to the
Borrowers, addressed to the Administrative Agent and each of the Lenders, and
covering such matters relating to the Borrowers and this Agreement and the
transactions contemplated herein as the Administrative Agent shall reasonably
request.




     (b) The Parent Borrower shall have paid to the Administrative Agent (i) all costs and
expenses incurred by the Administrative Agent in connection with this Agreement and the
transactions contemplated herein, including without limitation, all reasonable fees and
expenses of counsel for the Administrative Agent, and (ii) for the account of each
Consenting Lender, an upfront fee in an amount equal to 0.375% of such Consenting Lender’s
Increase in Commitment, as shown on Schedule I to this Agreement.


The date on which the foregoing conditions have been satisfied shall be the “Effective
Date” of this Agreement.



4. The Borrowers represent and warrant to the Administrative Agent and the Lenders as of the
Effective Date that (i) this Agreement has been duly authorized, executed and delivered by the
Parent Borrower, (ii) the Credit Agreement, as supplemented hereby, and the other Loan Documents
constitute the legal, valid and binding obligations of the Borrowers and the other Loan Parties
enforceable against the Borrowers and the other Loan Parties in accordance with their terms except
as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting the enforcement of creditors’ rights generally and by general principles of equity, (iii)
no Default or Event of Default exists, (iv) all representations and warranties of the Borrowers set
forth in the Credit Agreement are true and correct in all material respects on such date (or, if
any such representation or warranty is expressly stated to


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have been made as of a specific date, as of such specific date), and (v) since the date of the most
recent financial statements of the Borrowers delivered to the Lenders pursuant to Section 5.1 of
the Credit Agreement, there has been no change which has resulted in, or could reasonably be
expected to result in, a Material Adverse Effect.



5. Except as supplemented hereby, the Credit Agreement and all other documents executed in
connection therewith shall remain in full force and effect. The Credit Agreement, as supplemented
hereby, and all rights, powers and obligations created thereby or thereunder and under the Loan
Documents and all such other documents executed in connection therewith are in all respects
ratified and confirmed.



6. This Agreement may be executed in multiple counterparts, each of which shall constitute an
original but all of which when taken together shall constitute one contract. Signature pages may
be detached from multiple separate counterparts and attached to a single counterpart so that all
signature pages are attached to the same document. Delivery of an executed counterpart by
facsimile or other electronic means shall be effective as delivery of a manually executed
counterpart of this Agreement. This Agreement, together with the applicable provisions of the
Credit Agreement, constitutes the entire agreement among the parties hereto regarding the subject
matter hereof and supersedes all prior agreements and understandings, oral or written, regarding
such subject matter.



7. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF GEORGIA.





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     IN WITNESS WHEREOF, the Consenting Lenders and the Borrowers have caused this Agreement to be
duly executed and delivered by their respective authorized officers and representatives, and the
Administrative Agent, for the benefit of the Consenting Lenders, and all other Lenders under the
Credit Agreement, has caused the same to be accepted by its authorized officer, as of the day and
year first above written.



	 	 	 	 	 
	 	REGIONS BANK,

as a Consenting Lender

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



[SIGNATURE PAGE TO SUPPLEMENT AGREEMENT]




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Consenting Lender

 	 
	 	By:  	/s/ Nancy R. Barwig
 	 
	 	 	Name:  	Nancy R. Barwig 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO SUPPLEMENT AGREEMENT]





 









 





	 	 	 	 	 	 	 
	 	 	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
	 	 






	 	 	 	 	 
	ACCEPTED THIS 25th	 	 
	DAY OF JULY, 2008:	 	 
	 
	 	 	 	 
	REGIONS BANK,	 	 
	as Administrative Agent	 	 
	 
	 	 	 	 
	By:

	 	/s/ Edward Midyett	 	 
	 

	 	 	 	 
	 

	 	Name: Edward Midyett	 	 
	 

	 	Title: Vice President	 	 






[SIGNATURE PAGE TO SUPPLEMENT AGREEMENT]




 









 





Schedule I




INCREASED ESI COMMITMENTS




	 	 	 	 	 
	Consenting Lenders	 	Increases in ESI Commitments
	Regions Bank
	 	$	15,000,000	 
	JPMorgan Chase Bank, N.A.
	 	 	15,000,000	 






TOTAL INCREASES:      $30,000,000




 









 








Schedule II




ESI LENDER COMMITMENTS AND PERCENTAGES*




	 	 	 	 	 	 	 	 	 
	 	 	ESI Commitment	 	 
	ESI Lenders	 	Amounts	 	Percentages
	Regions Bank
	 	$	60,000,000	 	 	 	26.66666667	%
	JPMorgan Chase Bank, N.A.
	 	 	65,000,000	 	 	 	28.88888889	%
	SunTrust Bank
	 	 	50,000,000	 	 	 	22.22222222	%
	Union Bank of California, N.A.
	 	 	50,000,000	 	 	 	22.22222222	%
	TOTAL
	 	$	225,000,000	 	 	 	100.00000000	%








 




			
	*	 	Upon the effectiveness of the Increases in ESI Commitments as provided in the
Supplement Agreement






 









 








GUARANTORS’ ACKNOWLEDGMENT AND AGREEMENT




     Each of the undersigned Guarantors consents to the execution and delivery by the Borrowers of
the foregoing Supplement Agreement 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 supplemented 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 and Letters of
Credit made and issued under the Credit Agreement, as supplemented hereby, 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
	 	 






[SIGNATURE PAGE TO GUARANTORS’

ACKNOWLEDGMENT AND AGREEMENT]