EX-10.1






AMENDMENT TO LOAN AGREEMENT




THIS AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of
December 23, 2005, by and between: LACLEDE GAS COMPANY, a Missouri corporation
(“Borrower”); and the Banks from time to time party to the Agreement (defined below),
including U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as a Bank
and as Administrative Agent under the Agreement (“Administrative Agent”); and has reference
to the following facts and circumstances (the “Recitals”):



A. Borrower, Administrative Agent and certain Banks executed the Amended and Restated Loan
Agreement dated as of September 10, 2004 (the “Agreement”; all capitalized terms used and
not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the
Agreement as amended by this Amendment).



B. Borrower, Administrative Agent and Banks desire to 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,
Administrative Agent and Banks hereby agree as follows:



1. Recitals. The Recitals are true and correct, and, together with the defined terms
set forth herein, are incorporated by this reference.



2. Amendments to Agreement. The Agreement is amended as follows:




(a) Recital B. on page 1 of the Agreement is deleted and replaced with the following:




“B. Borrower, Banks and the Administrative Agent desire to amend and restate the
Existing Loan Agreement to provide Borrower with a five (5) year revolving credit
facility in the aggregate amount of up to $300,000,000, with the ability to increase
the aggregate amount of such facility up to $350,000,000 upon, and subject to, the
terms, provisions and conditions hereinafter set forth.”




(b) The definitions of “Applicable Commitment Fee Rate”, “Applicable LIBOR Margin”, and
“Applicable Prime Margin” in Section 1.01 of the Agreement are deleted and replaced with the
following:




“Applicable Commitment Fee Rate, Applicable LIBOR Margin, and
Applicable Prime Margin shall mean the annual rate shown in the applicable
column below based on the Applicable Rating Level:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Applicable	 	 	 	 	 	 	 	 	 	Utilization
	If the Applicable	 	Commitment	 	Applicable	 	Applicable Prime	 	 
	Rating Level is, then	 	Fee Rate is	 	LIBOR Margin is	 	Margin is	 	Premium
	3 A/A2
	 	 	0.080	%	 	 	0.270	%	 	 	0	%	 	 	0.100	%
	3 A-/A3
	 	 	0.090	%	 	 	0.310	%	 	 	0	%	 	 	0.100	%
	3 BBB+/Baa1
	 	 	0.100	%	 	 	0.350	%	 	 	0	%	 	 	0.100	%
	3 BBB/Baa2
	 	 	0.125	%	 	 	0.450	%	 	 	0	%	 	 	0.100	%
	3 BBB-/Baa3
	 	 	0.150	%	 	 	0.600	%	 	 	0	%	 	 	0.100	%
	< BBB-/Baa3
	 	 	0.200	%	 	 	0.800	%	 	 	0	%	 	 	0.250%”	 







(c) The last sentence in the definition of “Applicable Rating Level” in Section 1.01 of
the Agreement, is deleted and replaced with the following:




“The Applicable LIBOR Margin and the Applicable Prime Margin shall increase by
an amount equal to the Utilization Premium (the “Utilization Premium”) set
forth above during any period (and for only such period) in which Usage is more than
Fifty Percent (50%).”




(d) The definition of “Revolving Credit Period” in Section 1.01 of the Agreement, is deleted
and replaced with the following:




“Revolving Credit Period shall mean the period commencing on the date of
this Agreement and ending December 31, 2010, or as extended pursuant to Section
2.01(e) with respect to the applicable Banks; provided, however, that the Revolving
Credit Period shall end on the date the Revolving Credit Commitment is terminated
pursuant to Section 6 or otherwise.”




(e) The following definitions of “Extension Request”, “Non-Consenting Bank”, and “Response
Date” are added to Section 1.01 of the Agreement in the correct alphabetical order:




“Extension Request shall have the meaning ascribed thereto in Section
2.01(e).”




“Non-Consenting Bank shall have the meaning ascribed thereto in Section
2.01(e).”




“Response Date shall have the meaning ascribed thereto in Section 2.01(e).”




(f) Section 2.01(d)(iv) of the Agreement is deleted and replaced with the following:




“(iv) in no event shall the Revolving Credit Commitments be increased to an aggregate
amount greater than $350,000,000.00;”




(g) The following is added to the Agreement as Section 2.01(e):




“(e) So long as no Default or Event of Default shall have occurred and be
continuing, Borrower shall have the right from time to time upon prior written notice
to Administrative Agent, to be provided to Administrative Agent no more than ninety
(90) days before any anniversary date of this Agreement, to request a one (1) year
extension of the Revolving Credit Period (each an “Extension Request”);
provided, that, Borrower shall make no more than three (3) Extension Requests during
the Revolving Credit Period. Each Extension Request shall specify the date (which
must be at least thirty (30) days after the Extension Request is delivered to
Administrative Agent) as of which the Banks must respond to such Extension Request
(the “Response Date”). Promptly upon receipt of an Extension Request,
Administrative Agent shall notify each Bank of the contents thereof, and each Bank
shall, not later than the Response Date for any Extension Request, deliver a written
response to the Administrative Agent approving or rejecting such Extension Request,
and any Bank that fails to deliver such a response by the Response Date shall be
deemed to have rejected such Extension Request. If the Required Banks approve an
Extension Request (which approval shall be at the sole discretion of each Bank), then
the Revolving Credit Period for each approving Lender shall be extended for one (1)
additional year. If the Required Banks reject an Extension Request, then the last
day of the Revolving Credit Period for all Banks shall remain unchanged. If a Bank
does not approve an Extension Request (any such Bank, a “Non-Consenting
Bank”), Borrower may elect to replace such Non-Consenting Bank as a Bank party to
this Agreement, provided that no Default or Event of Default shall have occurred and
be continuing at the time of such replacement, and provided further that,
concurrently with such replacement, another bank or other financial institution
reasonably satisfactory to Borrower and the Administrative Agent shall enter into an
Assignment and Assumption Agreement substantially in the form of Exhibit D
attached hereto in compliance with the requirements of Section 8.10(c). Any
Non-Consenting Bank that is not replaced shall continue to have the same Revolving
Credit Commitment that is in effect immediately prior to the effective date of the
applicable extension of the Revolving Credit Period. Notwithstanding the foregoing,
no extension of the Revolving Credit Period pursuant to this Section 2.01(e) shall
become effective as to any Bank unless (i) no Default or Event of Default shall have
occurred and be continuing as of the date of such extension; and (ii) the
representations and warranties in Section 4 shall be true and correct in all material
respects as of the date of such extension.”




(h) Schedule 1.01 and Schedule 2.02 of the Agreement are deleted and
replaced with Schedule 1.01 and Schedule 2.02 attached hereto and
incorporated by reference.



3. Additional Bank. Borrower, Administrative Agent, all current Banks, UFJ Bank, and
each of them, hereby agree that by their execution of this Amendment, as of the effective date of
this Amendment, UFJ Bank shall become a Bank under the Agreement and shall have all of the rights
and obligations of a Bank under the Agreement.



4. Costs and Expenses. Borrower hereby agrees to reimburse Administrative Agent upon
demand for all out-of-pocket costs and expenses (including, without limitation, reasonable
attorneys’ fees and expenses) incurred by Administrative Agent in the preparation, negotiation and
execution of this Amendment and any and all other agreements, documents, instruments and/or
certificates relating to the amendment of Borrower’s existing credit facilities with Administrative
Agent and Banks. Borrower further agrees to pay or reimburse Administrative Agent for (a) any
stamp or other taxes (excluding income or gross receipts taxes) which may be payable with respect
to the execution, delivery, filing and/or recording of any of the Transaction Documents, and (b)
the cost of any filings and searches, including, without limitation, Uniform Commercial Code
filings and searches. All of the obligations of Borrower under this paragraph shall survive the
payment of Borrower’s Obligations and the termination of the Agreement.



5. References to this 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.



6. Full Force and Effect. Except to the extent specifically amended by this
Amendment, all of the terms, provisions, conditions, covenants, representations and warranties
contained in the Agreement shall be and remain in full force and effect and the same are hereby
ratified and confirmed.



7. Benefit. This Amendment shall be binding upon and inure to the benefit of
Borrower, Administrative Agent and Banks 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.



8. Representations and Warranties. Borrower hereby represents and warrants to
Administrative Agent and Banks that:




(a) the execution, delivery and performance by Borrower of this 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 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 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 Amendment as if made on and as of the date of this Amendment; and




(e) as of the date of this Amendment, no Default or Event of Default under or within the
meaning of the Agreement has occurred and is continuing.



9. Release. Borrower hereby unconditionally releases, acquits, waives, and forever
discharges Administrative Agent and each Bank and their 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 Amendment.



10. Inconsistency. In the event of any inconsistency or conflict between this
Amendment and the Agreement, the terms, provisions and conditions contained in this Amendment shall
govern and control.



11. Missouri Law. This 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).



12. 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)) 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.



13. Conditions Precedent. Notwithstanding any provision contained in this Amendment
to the contrary, this Amendment shall not be effective unless and until Administrative Agent shall
have received the following, all in form and substance acceptable to Administrative Agent:




(a) this Amendment, duly executed by Borrower and Banks;




(b) new Notes, in the principal amounts described in Schedule 1.01 attached hereto,
and payable to the order of Banks;




(c) a copy of resolutions of the Board of Directors of Borrower, duly adopted, which
authorize the execution, delivery and performance of this Amendment and the new Notes,
certified by the Secretary of Borrower;




(d) an incumbency certificate, executed by the Secretary of Borrower, which shall identify
by name and title and bear the signature(s) of the officer(s) of Borrower executing this
Amendment and the new Notes;




(e) Certificate of Good Standing for Borrower, issued by the Secretary of State of Missouri,
or other proof of current good standing acceptable to Administrative Agent;




(f) payment by Borrower of the applicable arrangement, upfront and other fees as described
in the fee letter provided by Administrative Agent to Borrower in connection with this
Amendment; and




(g) such other documents and information as reasonably requested by Administrative Agent and
Banks.



IN WITNESS WHEREOF, Borrower, Administrative Agent and Banks have executed this Amendment as
of the day and year first above written.



(SIGNATURES ON FOLLOWING PAGES)





1






SIGNATURE PAGE-BORROWER

AMENDMENT TO LOAN AGREEMENT





Borrower:



LACLEDE GAS COMPANY



By: /s/ Ronald L. Krutzman

Ronald L. Krutzman, Treasurer and Assistant

Secretary




2



SIGNATURE PAGE- ADMINISTRATIVE AGENT AND U.S. BANK

AMENDMENT TO LOAN AGREEMENT





U.S. BANK NATIONAL ASSOCIATION,


as Administrative Agent




By: /s/ John A. Holland

John A. Holland, Senior Vice President





U.S. BANK NATIONAL ASSOCIATION, as a Bank




By: /s/John A. Holland

John A. Holland, Senior Vice President




3



SIGNATURE PAGE – BANK HAPOALIM B.M.

AMENDMENT TO LOAN AGREEMENT





BANK HAPOALIM B.M.




By: /s/ Charles McLaughlin /s/ James P. Surless




	 	 	 	Printed Name: Charles McLaughlin James P.

Surless

Title: Senior Vice President Vice President




4









SIGNATURE PAGE — SOUTHWEST BANK OF ST. LOUIS

AMENDMENT TO LOAN AGREEMENT





SOUTHWEST BANK OF ST. LOUIS




By: /s/David B. Warning

Printed Name: David B. Warning

Title: Senior Vice President




5



SIGNATURE PAGE — COMERICA BANK

AMENDMENT TO LOAN AGREEMENT





COMERICA BANK




By: /s/ Mark J. Leveille

Printed Name: Mark J. Leveille

Title: Assistant Vice President




6



SIGNATURE PAGE – THE BANK OF NEW YORK

AMENDMENT TO LOAN AGREEMENT





THE BANK OF NEW YORK




By: /s/ John V. Yancey, Jr.

Printed Name: John V. Yancey, Jr.

Title: Managing Director




7



SIGNATURE PAGE – NATIONAL CITY BANK OF THE MIDWEST

AMENDMENT TO LOAN AGREEMENT





NATIONAL CITY BANK OF THE MIDWEST




By: /s/ Eric Hartmann

Printed Name: Eric Hartmann

Title: Vice President




8



SIGNATURE PAGE – COMMERCE BANK, NATIONAL ASSOCIATION

AMENDMENT TO LOAN AGREEMENT





COMMERCE BANK, NATIONAL ASSOCIATION




By: /s/ Frank W. Sant

Printed Name: Frank W. Sant

Title: Assistant Vice President




9



SIGNATURE PAGE – FIFTH THIRD BANK

AMENDMENT TO LOAN AGREEMENT





FIFTH THIRD BANK




By: /s/ Robert M. Sander

Printed Name: Robert M. Sander

Title: Vice President




10



SIGNATURE PAGE – FIRST BANK

AMENDMENT TO LOAN AGREEMENT





FIRST BANK




By: /s/ Keith M. Schmelder

Printed Name: Keith M. Schmelder

Title: Senior Vice President




11



SIGNATURE PAGE – REGIONS BANK

AMENDMENT TO LOAN AGREEMENT





REGIONS BANK




By: /s/ Steven A. Linton

Printed Name: Steven A. Linton

Title: Senior Vice President




12



SIGNATURE PAGE – FIRST NATIONAL BANK OF ST. LOUIS

AMENDMENT TO LOAN AGREEMENT





FIRST NATIONAL BANK OF ST. LOUIS




By: /s/ Daniel G. Stephen

Printed Name: Daniel G. Stephen 

Title: Executive Vice President




13



SIGNATURE PAGE – UFJ BANK

AMENDMENT TO LOAN AGREEMENT





UFJ BANK




By: /s/ John T. Feeney

Printed Name: John T. Feeney

Title: Vice President




14




SCHEDULE 1.01




Revolving Credit Commitments and Pro Rata Shares




	 	 	 	 	 	 	 	 	 
	Bank
	 	Revolving Credit Commitment
	 	Pro Rata Share

	 
	 	 	 	 	 	 	 	 
	U.S. Bank National Association
	 	$	45,000,000	 	 	 	14.062500000000	%
	Southwest Bank of St. Louis
	 	$	36,800,000	 	 	 	11.500000000000 	%
	Bank Hapoalim B.M.
	 	$	33,400,000	 	 	 	10.437500000000	%
	Comerica Bank
	 	$	31,600,000	 	 	 	9.875000000000	%
	The Bank of New York
	 	$	30,000,000	 	 	 	9.375000000000	%
	National City Bank of the Midwest
	 	$	30,000,000	 	 	 	9.375000000000	%
	Commerce Bank, National Association
	 	$	25,000,000	 	 	 	7.812500000000	%
	UFJ Bank
	 	$	25,000,000	 	 	 	7.812500000000	%
	Fifth Third Bank
	 	$	21,100,000	 	 	 	6.593750000000	%
	First Bank
	 	$	15,800,000	 	 	 	4.937500000000	%
	Regions Bank
	 	$	15,800,000	 	 	 	4.937500000000	%
	First National Bank of St. Louis
	 	$	10,500,000	 	 	 	3.281250000000	%
	TOTAL:
	 	$	320,000,000	 	 	 	100.000000000000	%






15




SCHEDULE 2.02




Authorized Individuals




Douglas H. Yaeger, Chairman, President and Chief Executive Officer



Barry C. Cooper, Chief Financial Officer



Ronald L. Krutzman, Treasurer and Assistant Secretary



Lynn D. Rawlings, Assistant Treasurer



Denise T. Hicks, Senior Treasury Analyst




16