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