Exhibit
10.1





SECOND AMENDMENT TO LOAN
AGREEMENT





THIS
SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made
and entered into as of February 8, 2008, by and between:  LACLEDE GAS
COMPANY, a Missouri corporation (“Borrower”); and 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 (as amended, 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.           The
Agreement was previously amended as described in the Amendment to Loan Agreement
dated as of December 23, 2005; and Borrower, Administrative Agent and Banks
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, 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.           Amendment to
Agreement.The Agreement is amended
as follows:





(a)           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 on
December 31, 2011, or as extended pursuant to Section 2.01(e); provided,
however, that the Revolving Credit Period shall end on the date the Revolving
Credit Commitment is terminated pursuant to Section 6 or
otherwise.”





(b)           The
definition of “Non-Consenting Bank” in Section 1.01 of the Agreement is deleted
and replaced with the following:





“Non-Consenting Bank
shall have the meaning ascribed thereto in Section 2.01(e) and each
Non-Consenting Bank is set forth on Schedule 1.01A
attached hereto and incorporated by reference.”





(c)           Section
4.07 of the Agreement is deleted and replaced with the following:





“4.07  Investment Company Act of
1940; Public Utility Holding Company Act of 1935.  Borrower is
not an “investment company” as that term is defined in, and is not otherwise
subject to regulation under, the Investment Company Act of 1940, as
amended.  Borrower is not (a) a “holding company” as defined in the
Public Utility Holding Company Act of 2005, as amended (“PUHCA”), but is a
subsidiary of a holding company for which compliance with the accounting, record
retention and reporting sections of PUHCA has been waived or (b) subject to
regulation under PUHCA, other than as a subsidiary of a holding company under
PUHCA.”








(d)           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.





(e)           Schedule 1.01A
attached hereto and incorporated by reference is added to the Agreement as Schedule
1.01A.





3.           Extension
Request.  Borrower, Administrative Agent and Banks acknowledge
and agree that:  (a) Borrower submitted an Extension Request to
Administrative Agents and Banks to extend the Revolving Credit Period from
December 31, 2010 to December 31, 2011; (b) Administrative Agent and all Banks,
except for Bank Hapoalim B.M. and First Bank, consented to such Extension
Request; (c) the conditions for approval of such Extension Request under Section
2.01(e) of the Agreement have been satisfied; (d) Bank Hapoalim B.M. and First
Bank shall no longer be Banks under the Agreement and the Revolving Credit
Commitments and Pro Rata Shares of the remaining Banks have been reallocated as
described in revised Schedule 1.01
attached hereto; and (e) as a result, the last day of the Revolving Credit
Period shall be extended to December 31, 2011 for all remaining
Banks.





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




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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;





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





(c)           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;





(d)           a
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;





(e)           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





(f)           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)


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SIGNATURE
      PAGE-BORROWERSECOND
      AMENDMENT TO LOAN AGREEMENTBorrower:LACLEDE
      GAS COMPANYBy:
            /s/
      Lynn D. RawlingsLynn
      D. Rawlings, Treasurer and Assistant
Secretary














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SIGNATURE
      PAGE- ADMINISTRATIVE AGENT AND U.S. BANKSECOND
      AMENDMENT TO LOAN AGREEMENTU.S.
      BANK NATIONAL ASSOCIATION,as
      Administrative AgentBy:
            /s/
      John EyermanName:
            John
      EyermanTitle:
            Banking
      OfficerU.S.
      BANK NATIONAL ASSOCIATION, as a BankBy:
            /s/
      John EyermanName:
            John
      EyermanTitle:
            Banking
      Officer




















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SIGNATURE
      PAGE- SOUTHWEST BANK OF ST. LOUISSECOND
      AMENDMENT TO LOAN AGREEMENTSOUTHWEST
      BANK OF ST. LOUISBy:
            /s/
      Mark SauerweinName:
            Mark
      SauerweinTitle:
            SVP











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SIGNATURE
      PAGE- COMERICA BANKSECOND
      AMENDMENT TO LOAN AGREEMENTCOMERICA
      BANKBy:
            /s/
      Mark J. LeveilleName:
            Mark
      J. LeveilleTitle:
            Vice
      President








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SIGNATURE
      PAGE- THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.SECOND
      AMENDMENT TO LOAN AGREEMENTTHE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD.,the successor-by-merger
      to UFJ Bank LimitedBy:
            /s/ Alan ReiterName:
            Alan
      ReiterTitle:
            Authorized
      Signatory








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SIGNATURE
      PAGE- FIFTH THIRD BANKSECOND
      AMENDMENT TO LOAN AGREEMENTFIFTH
      THIRD BANKBy:
            /s/
      Robert M. SanderName:
            Robert
      M. SanderTitle:
            Vice
      President








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SIGNATURE
      PAGE- THE BANK OF NEW YORKSECOND
      AMENDMENT TO LOAN AGREEMENTTHE
      BANK OF NEW YORKBy:
            /s/
      Cynthia D. HowellsName:
            Cynthia
      D. HowellsTitle:
            Vice
      President








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SIGNATURE
      PAGE- NATIONAL CITY BANKSECOND
      AMENDMENT TO LOAN AGREEMENTNATIONAL
      CITY BANKBy:
            /s/
      Stephen SainzName:
            Stephen
      SainzTitle:
            Vice
      President








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SIGNATURE
      PAGE- REGIONS BANKSECOND
      AMENDMENT TO LOAN AGREEMENTREGIONS
      BANKBy:
            /s/
      Steven A. LintonName:
            Steven
      A. LintonTitle:
            Senior
      Vice President





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SIGNATURE
      PAGE- COMMERCE BANK, NATIONAL ASSOCIATIONSECOND
      AMENDMENT TO LOAN AGREEMENTCOMMERCE
      BANK, NATIONAL ASSOCIATIONBy:
            /s/
      Douglas P. BestName:
            Douglas
      P. BestTitle:
            Vice
      President














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SIGNATURE
      PAGE- FIRST NATIONAL BANK OF ST. LOUISSECOND
      AMENDMENT TO LOAN AGREEMENTFIRST
      NATIONAL BANK OF ST. LOUISBy:
            /s/
      George W. FitzwaterName:
            George
      W. FitzwaterTitle:
            Senior
      Vice President & CFO











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SCHEDULE
      1.01Revolving Credit
      Commitments and Pro Rata SharesBank
            Revolving Credit
      Commitment
            Pro Rata
      ShareU.S.
      Bank National Association
            $56,000,000
            17.500000000000%Southwest
      Bank of St. Louis
            $36,800,000
            11.500000000000%Comerica
      Bank
            $36,600,000
            11.437500000000%The
      Bank Of Tokyo-Mitsubishi UFJ, Ltd.
            $35,000,000
            10.937500000000%Fifth
      Third Bank
            $30,100,000
            9.406250000000%The
      Bank of New York
            $30,000,000
            9.375000000000%National
      City Bank
            $30,000,000
            9.375000000000%Regions
      Bank
            $30,000,000
            9.375000000000%Commerce
      Bank, National Association
            $25,000,000
            7.812500000000%First
      National Bank of St. Louis
            $10,500,000
            3.281250000000%TOTAL:
            $320,000,000
            100.000000000000%











SCHEDULE
1.01A





Non-Consenting
Banks








Bank
Hapoalim B.M. and First Bank (no longer Banks as of effective date of Second
Amendment to Loan Agreement)








SCHEDULE
2.02





Authorized
Individuals








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





Mark D.
Waltermire, Chief Financial Officer





Lynn D.
Rawlings, Treasurer and Assistant Secretary





Delfina
Myers, Authorized Individual