0001126956-13-000006.txt : 20130118 0001126956-13-000006.hdr.sgml : 20130118 20130118172013 ACCESSION NUMBER: 0001126956-13-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130116 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130118 DATE AS OF CHANGE: 20130118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LACLEDE GAS CO CENTRAL INDEX KEY: 0000057183 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 430368139 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01822 FILM NUMBER: 13538343 BUSINESS ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143420500 MAIL ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LACLEDE GROUP INC CENTRAL INDEX KEY: 0001126956 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 742976504 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16681 FILM NUMBER: 13538342 BUSINESS ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143420500 MAIL ADDRESS: STREET 1: 720 OLIVE ST STREET 2: RM 1517 CITY: ST LOUIS STATE: MO ZIP: 63101 8-K 1 a8-k_currentreportx01162013.htm CURRENT REPORT 8-K_Current Report_01162013


 
 
 

United States
Securities and Exchange Commission
Washington, D.C. 20549

Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
January 16, 2013

Commission File No.
Exact Name of Registrant as Specified in its Charter and Principal Office Address and Telephone Number
State of Incorporation
I.R.S. Employer Identification Number
1-16681

The Laclede Group, Inc.

720 Olive Street
St. Louis, MO 63101
314-342-0500
Missouri
74-2976504
1-1822

Laclede Gas Company

720 Olive Street
St. Louis, MO 63101
314-342-0500
Missouri
43-0368139

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 13e-4(c))


 
 
 





Item 1.01    Entry into a Material Definitive Agreement
On January 16, 2013, The Laclede Group, Inc. ("Group") and Laclede Gas Company (“Gas”) each entered into a first amendment (each, a “First Amendment”) to its respective Loan Agreement, dated as of July 18, 2011 (each, a “Loan Agreement”), with Wells Fargo Bank, National Association, as Administrative Agent, U.S. Bank National Association, as Syndication Agent, Wells Fargo Securities, LLC and U.S. Bank National Association, as Lead Arrangers, JPMorgan Chase Bank, N. A., as Documentation Agent, and Comerica Bank, Fifth Third Bank, Commerce Bank and UMB Bank, N.A. , as the other participating banks.
The First Amendments were entered into in connection with (i) Group's previously announced agreement to acquire substantially all of the assets and liabilities of Missouri Gas Energy (“MGE”) and New England Gas Company (“NEG”) from Southern Union Company (“SUG”), pursuant to separate purchase and sale agreements, dated as of December 14, 2012 (the “Purchase Agreements”), among SUG, Group and each of two newly-formed wholly owned subsidiaries of Group (collectively the “Transaction”), and (ii) the related commitment letter (the “Commitment Letter”) among Group, Wells Fargo Bank, National Association and Wells Fargo Securities, LLC. On January 11, 2013, the right to acquire the MGE assets and liabilities was assigned by the applicable Group subsidiary to Gas. The First Amendments are expected to facilitate the financing of the Transaction by Group and Gas.
MGE and NEG, each a division of SUG, are primarily engaged in the local distribution of natural gas to approximately 500,000 and 50,000 residential, commercial and industrial customers in western Missouri and Massachusetts, respectively.
Each Loan Agreement was amended to, among other things, increase the required Maximum Consolidated Capitalization Ratio, as defined in the Loan Agreement, to 72.5% from 70% for the applicable borrower from the date the MGE acquisition is consummated through September 30, 2014, after which date the maximum ratio will return to 70%; provided, that the ratio will only increase for Gas if it or its subsidiary incurs the debt financing for the MGE acquisition.
In addition, the Group Loan Agreement was amended to exempt from a requirement to guaranty Group's obligations under that agreement any subsidiary that is prohibited from providing such a guaranty by any applicable regulatory authority. The change to the Maximum Consolidated Capitalization Ratio provision makes it consistent with Group's comparable financial covenant in the Commitment Letter.





Copies of the First Amendments are filed as Exhibits 10.1 and 10.2, respectively, to this report and are incorporated herein by reference. The foregoing description of the First Amendments does not purport to be complete and is qualified in its entirety by reference to the First Amendments.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.
The information set forth under Item 1.01 above is incorporated herein by reference.

Item 9.01    Financial Statements and exhibits.
(d)     Exhibits.
 
 
 
 
Number
Exhibit
 
 
 
 
10.1
First Amendment to Loan Agreement, dated as of January 16, 2013, among The Laclede Group, Inc. and the several banks parties thereto, including Wells Fargo Bank, National Association as administrative agent
 
 
 
 
10.2
First Amendment to Loan Agreement, dated as of January 16, 2013, among Laclede Gas Company and the several banks parties thereto, including Wells Fargo Bank, National Association as administrative agent








SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
THE LACLEDE GROUP, INC.
Date: January 18, 2013
 
By: 
/s/ M. D. Waltermire
 
 
 
M. D. Waltermire
Executive Vice President, Chief Financial Officer
  
 
 
LACLEDE GAS COMPANY
Date: January 18, 2013
 
By: 
/s/ Steven P. Rasche
 
 
 
Steven P. Rasche
Chief Financial Officer
 
 






Exhibit Index
 
 
 
 
 
Number
Exhibit
 
 
 
 
10.1
First Amendment to Loan Agreement, dated as of January 16, 2013, among The Laclede Group, Inc. and the several banks parties thereto, including Wells Fargo Bank, National Association as administrative agent
 
 
 
 
10.2
First Amendment to Loan Agreement, dated as of January 16, 2013, among Laclede Gas Company and the several banks parties thereto, including Wells Fargo Bank, National Association as administrative agent
 
 
 





EX-10.1 2 ex10-1_01162013.htm FIRST AMENDMENT TO LOAN AGREEMENT LACLEDE GROUP INC ex10-1_01162013

FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of the 16th day of January, 2013 (this “Agreement”), is entered into among The Laclede Group, Inc., a Missouri corporation (the “Borrower”), each bank party hereto and Wells Fargo Bank, National Association, as administrative agent for the Banks (the “Administrative Agent”).
RECITALS
A.    The Borrower, the banks party thereto and the Administrative Agent are parties to that certain Loan Agreement dated as of July 18, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used herein without definition shall have the meanings given to them in the Loan Agreement as they may be amended pursuant to this Agreement.
B    The Company intends to acquire, directly or through subsidiaries or affiliates, from Southern Union Company (the “Seller”), a Delaware corporation and an affiliate of Energy Transfer Equity, L. P. and Energy Transfer Partners, L. P.: (i) Missouri Gas Energy, a division of the Seller (“MGE”; the acquisition of which is hereinafter referred to as the “MGE Acquisition”) and (ii) New England Gas Company, a division of the Seller (“NEG”). MGE and NEG are hereinafter referred to each as an “Acquired Business” and collectively as the “Acquired Businesses”. The acquisition of each Acquired Business will be effected pursuant to separate Purchase and Sale Agreements, each dated as of December 14, 2012, between the Borrower, as guarantor, the Seller and the respective acquisition subsidiaries of the Borrower, which Purchase and Sale Agreement for MGE was assigned to and assumed by Laclede Gas Company pursuant to an Assignment and Assumption Agreement, dated as of January 11, 2013, between Laclede Gas Company and the applicable acquisition subsidiary.
C.    The Borrower, the Administrative Agent, and the Required Banks have agreed to make certain amendments to the Loan Agreement on the terms and conditions set forth herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO LOAN AGREEMENT

1.1Amendments to Section 1.01 Consisting of New Definitions. The following definitions are hereby added to Section 1.01 of the Loan Agreement in appropriate alphabetical order:

First Amendment shall mean the First Amendment to Loan Agreement, dated as of January 16, 2013, among the Borrower, the Banks party thereto, and the Administrative Agent.”



First Amendment Effective Date has the meaning given to such term in Article II of the First Amendment.”
MGE has the meaning given to such term in the First Amendment, and shall include any Subsidiary of Borrower that, at any time on or after the Acquisition Date (as defined in Section 6.02 hereof), owns all or substantially all of the assets acquired in the MGE Acquisition.”
MGE Acquisition has the meaning given to such term in the First Amendment.”
1.2Amendments to Section 1.01 Consisting of Modifications to Existing Definition.    

(a)
The definition of “Permitted Liens” in Section 1.01 of the Loan Agreement is hereby amended by deleting clause (u) in its entirety and substituting therefor a new clause (u) as follows: :

“(u)    Liens not otherwise permitted hereunder securing Debt or other obligations in the aggregate principal amount not to exceed 15% of Consolidated Net Worth at any time outstanding, less any amount outstanding under the Permitted Securitization;”
(b)
The definition of “Applicable Rate” in Section 1.01 of the Loan Agreement is hereby amended by deleting the definition of “Debt Rating” contained therein in its entirety and substituting therefor the following:

“'Debt Rating' means, with respect to Borrower as of any date of determination, the rating as determined by either S&P, Fitch or Moody's of Borrower's senior unsecured non-credit enhanced long-term indebtedness; provided, that if Borrower does not have a Debt Rating available, then the applicable Pricing Level will be determined by reference to the issuer credit rating assigned to Borrower by S&P, the issuer rating assigned to Borrower by Moody's and the issuer default rating assigned to Borrower by Fitch (which rating shall be deemed the Debt Rating for the succeeding sentences of this paragraph). If at any time (i) there is a split among Debt Ratings by S&P, Fitch and Moody's such that all three Debt Ratings fall in different Pricing Levels, the applicable Pricing Level shall be determined by the Debt Rating that is neither the highest nor the lowest of the three Debt Ratings; (ii) there is a split among Debt Ratings by S&P, Fitch and Moody's such that two of such Debt Ratings are in one Pricing Level (the “Majority Level”) and the third rating is in a different Pricing Level, the applicable Pricing Level shall be at the Majority Level; and (iii) the applicable pricing level in the Laclede Gas Loan Agreement is lower than the applicable Pricing Level in this Agreement (Pricing Level I being the highest Pricing Level), the applicable Pricing Level in this Agreement shall be determined by

2


reference to the applicable pricing level in the Laclede Gas Loan Agreement. In the event that Borrower shall maintain Debt Ratings from only two of S&P, Moody's and Fitch and Borrower is split-rated and the Debt Ratings differential is one level, the higher Debt Rating will apply and if the Ratings differential is two levels or more, the level one level lower than the higher Debt Rating will apply. If at any time Borrower does not have a Debt Rating from at least one of S&P or Moody's, the applicable Pricing Level shall be set at Pricing Level V.”
1.3Amendment to Section 2.15. Section 2.15 of the Loan Agreement is hereby amended by inserting the words “or liquidity” after the first appearance of the word “capital”.

1.4Amendment to Section 6.01. Section 6.01 of the Loan Agreement is hereby amended by deleting clause (i) in its entirety and substituting therefor the following:

“(i)    Subsidiaries. If Borrower creates, forms or acquires any Subsidiary which owns more than 10% of the consolidated assets of Borrower and its Subsidiaries on or after the date of this Agreement, Borrower will, contemporaneously with the creation, formation or acquisition of such Subsidiary, cause such Subsidiary to execute a guaranty agreement with respect to Borrower's Obligations in a form reasonably acceptable to the Administrative Agent, provided that no such Subsidiary shall be required to execute a guaranty agreement so long as prohibited to do so by any regulatory authority having jurisdiction over it.”
1.5Amendment to Section 6.02. Section 6.02 of the Loan Agreement is hereby amended by deleting it in its entirety and substituting therefor the following:

“6.02    Maximum Consolidated Capitalization Ratio. (a) Prior to the date the MGE Acquisition is consummated (such date, the “Acquisition Date”), Borrower will at all times have a Consolidated Capitalization Ratio of not more than seventy percent (70%), and (b) on the Acquisition Date and thereafter, will at all times during each period set forth below have a Consolidated Capitalization Ratio of not more than the ratio set forth below opposite such period:
Period
Maximum Consolidated Capitalization Ratio
From Acquisition Date through September 30, 2014
72.5%
Thereafter
70%


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ARTICLE II

CONDITIONS OF EFFECTIVENESS

2.1    The amendments set forth in Article I hereof shall become effective as of the date (such date being referred to as the “First Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied:

(a)The Administrative Agent (or its counsel) shall have received from the Borrower and the Required Banks either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic image scan transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b)The Borrower shall have paid all fees and reasonable documented out-of-pocket expenses of the Arrangers, the Administrative Agent and the Banks required under the Loan Agreement and any other Transaction Document to be paid on or prior to the First Amendment Effective Date (including reasonable fees and expenses of counsel) in connection with this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Banks that (i) each of the representations and warranties contained in the Loan Agreement and the other Transaction Documents are true and correct in all material respects on and as of the First Amendment Effective Date, both immediately before and after giving effect to this Agreement (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date, and except that the representations and warranties contained in (x) Section 5.08 of the Loan Agreement shall be deemed to refer to September 30, 2012 rather than September 30, 2010 and (y) Section 5.09 of the Loan Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) thereof), (ii) this Agreement has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) no Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date, both immediately before and after giving effect to this Agreement.

4


ARTICLE IV

ACKNOWLEDGMENT AND CONFIRMATION OF THE BORROWER

The Borrower hereby confirms and agrees that after giving effect to this Agreement, the Loan Agreement and the other Transaction Documents remain in full force and effect and enforceable against it in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect, and the amendments contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the obligations of the Borrower evidenced by or arising under the Loan Agreement and the other Transaction Documents, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect. The Borrower represents and warrants to the Banks that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Transaction Documents, or if the Borrower has any such claims, counterclaims, offsets, or defenses to the Transaction Documents or any transaction related to the Transaction Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this Agreement. This acknowledgment and confirmation by the Borrower is made and delivered to induce the Administrative Agent and the Banks to enter into this Agreement. The Borrower acknowledges that the Administrative Agent and the Banks would not enter into this Agreement in the absence of the acknowledgment and confirmation contained herein.
ARTICLE V
MISCELLANEOUS

5.1    Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.

5.2    Full Force and Effect. Except as expressly amended hereby, the Loan Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. As used in the Loan Agreement, “hereinafter,” “hereto,” “hereof,” and words of similar import shall, unless the context otherwise requires, mean the Loan Agreement after amendment by this Agreement. Any reference to the Loan Agreement or any of the other Transaction Documents herein or in any such documents shall refer to the Loan Agreement and Transaction Documents as amended hereby. This Agreement is limited as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Loan Agreement except as expressly set forth herein. This Agreement shall constitute a Transaction Document under the terms of the Loan Agreement.

5.3    Expenses. The Borrower agrees on demand (i) to pay all reasonable fees and expenses of counsel to the Administrative Agent, and (ii) to reimburse the Administrative Agent for all reasonable documented out-of-pocket costs and expenses, in each case, in connection with the preparation, negotiation, execution and delivery of this Agreement.

5.4    Severability. To the extent any provision of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting

5


or invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.

5.5    Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto.

5.6    Construction. The headings of the various sections and subsections of this Agreement have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. The provisions of Section 1.03 of the Loan Agreement are hereby incorporated by reference as if fully set forth herein.

5.7    Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or by electronic mail in a .pdf or similar file shall be effective as delivery of a manually executed counterpart of this Agreement.









6


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

 
 
THE LACLEDE GROUP, INC., as Borrower
 
 
 
 
 
 
 
 
 
 
By:
/s/ Mark D. Waltermire
 
 
Name:
Mark D. Waltermire
 
 
Title:
Executive Vice President, Chief Financial
 
 
 
Officer
 
 
 
 
 
 
 
 
 
 
 
 








SIGNATURE PAGE-FIRST AMENDMENT TO LOAN AGREEMENT (LACLEDE GROUP)




 
 
WELLS FARGO BANK, NATIONAL
 
 
ASSOCIATION, as a Bank, the Issuing Bank, the
 
 
Swingline Bank and Administrative Agent
 
 
 
 
 
 
 
 
 
 
By:
/s/ Allison Newman
 
 
Name:
Allison Newman
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 









SIGNATURE PAGE-FIRST AMENDMENT TO LOAN AGREEMENT (LACLEDE GROUP)



 
 
U.S. Bank National Association,
 
 
 
 
 
 
 
 
 
 
By:
/s/ John M. Eyerman
 
 
Name:
John M. Eyerman
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 










SIGNATURE PAGE-FIRST AMENDMENT TO LOAN AGREEMENT (LACLEDE GROUP)



 
 
JPMORGAN CHASE BANK, N.A.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Helen D. Davis
 
 
Name:
Helen D. Davis
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 










SIGNATURE PAGE-FIRST AMENDMENT TO LOAN AGREEMENT (LACLEDE GROUP)



 
 
FIFTH THIRD BANK
 
 
 
 
 
 
 
 
 
 
By:
/s/ Robert M. Sander
 
 
Name:
Robert M. Sander
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 










SIGNATURE PAGE-FIRST AMENDMENT TO LOAN AGREEMENT (LACLEDE GROUP)



 
 
Commerce Bank
 
 
 
 
 
 
 
 
 
 
By:
/s/ Chris M. Steuterman
 
 
Name:
Chris M. Steuterman
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 










SIGNATURE PAGE-FIRST AMENDMENT TO LOAN AGREEMENT (LACLEDE GROUP)



 
 
UMB BANK, N.A.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Thomas J. Zeigler
 
 
Name:
Thomas J. Zeigler
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






SIGNATURE PAGE-FIRST AMENDMENT TO LOAN AGREEMENT (LACLEDE GROUP)


EX-10.2 3 ex10-2_01162013.htm FIRST AMENDMENT TO LOAN AGREEMENT LACLEDE GAS COMPANY ex10-2_01162013

FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of the 16th day of January, 2013 (this “Agreement”), is entered into among Laclede Gas Company, a Missouri corporation (the “Borrower”), each bank party hereto and Wells Fargo Bank, National Association, as administrative agent for the Banks (the “Administrative Agent”).
RECITALS
A.    The Borrower, the banks party thereto and the Administrative Agent are parties to that certain Loan Agreement dated as of July 18, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used herein without definition shall have the meanings given to them in the Loan Agreement as they may be amended pursuant to this Agreement.
B    Parent intends to acquire, directly or through subsidiaries or affiliates, from Southern Union Company (the “Seller”), a Delaware corporation and an affiliate of Energy Transfer Equity, L. P. and Energy Transfer Partners, L. P.: (i) Missouri Gas Energy, a division of the Seller (“MGE”; the acquisition of which is hereinafter referred to as the “MGE Acquisition”) and (ii) New England Gas Company, a division of the Seller (“NEG”). MGE and NEG are hereinafter referred to each as an “Acquired Business” and collectively as the “Acquired Businesses”. The acquisition of each Acquired Business will be effected pursuant to separate Purchase and Sale Agreements, each dated as of December 14, 2012, between the Parent, as guarantor, the Seller and the respective acquisition subsidiaries of the Parent, which Purchase and Sale Agreement for MGE was assigned to and assumed by the Borrower pursuant to an Assignment and Assumption Agreement, dated as of January 11, 2013, between the Borrower and the applicable acquisition subsidiary.
C.    The Borrower, the Administrative Agent, and the Required Banks have agreed to make certain amendments to the Loan Agreement on the terms and conditions set forth herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO LOAN AGREEMENT

1.1Amendments to Section 1.01 Consisting of New Definitions. The following definitions are hereby added to Section 1.01 of the Loan Agreement in appropriate alphabetical order:

First Amendment shall mean the First Amendment to Loan Agreement, dated as of January 16, 2013, among the Borrower, the Banks party thereto, and the Administrative Agent.”



First Amendment Effective Date has the meaning given to such term in Article II of the First Amendment.”
MGE has the meaning given to such term in the First Amendment, and shall include any Subsidiary of Borrower that, at any time on or after the Acquisition Date (as defined in Section 6.02 hereof), owns all or substantially all of the assets acquired in the MGE Acquisition.”
MGE Acquisition has the meaning given to such term in the First Amendment.”
Parent Bridge Facility” means the $1.02 billion bridge facility provided to Parent by Wells Fargo and other lenders from time to time pursuant to that certain commitment letter, entered into as of December 14, 2012, between Parent and Wells Fargo.
1.2Amendments to Section 1.01 Consisting of Modifications to Existing Definition.

(a)
The definition of “Permitted Liens” in Section 1.01 of the Loan Agreement is hereby amended by deleting clause (t) in its entirety and substituting therefor a new clause (t) as follows:

“(t)    Liens not otherwise permitted hereunder securing Debt or other obligations in the aggregate principal amount not to exceed 15% of Consolidated Net Worth at any time outstanding, less any amount outstanding under the Permitted Securitization;”
(b)
The definition of “Applicable Rate” in Section 1.01 of the Loan Agreement is hereby amended by deleting the definition of “Debt Rating” contained therein in its entirety and substituting therefor the following:

Debt Rating” means, with respect to Borrower as of any date of determination, the rating as determined by either S&P, Fitch or Moody's of Borrower's senior unsecured non-credit enhanced long-term indebtedness; provided, that if Borrower does not have a Debt Rating available, then the applicable Pricing Level will be determined by reference to one notch below the senior secured debt ratings assigned to Borrower by S&P, Fitch or Moody's (which rating shall be deemed the Debt Rating for the succeeding sentences of this paragraph). If at any time (i) there is a split among Debt Ratings by S&P, Fitch and Moody's such that all three Debt Ratings fall in different Pricing Levels, the applicable Pricing Level shall be determined by the Debt Rating that is neither the highest nor the lowest of the three Debt Ratings, and (ii) there is a split among Debt Ratings by S&P, Fitch and Moody's such that two of such Debt Ratings are in one Pricing Level (the “Majority Level”) and the third rating is

2


in a different Pricing Level, the applicable Pricing Level shall be at the Majority Level. In the event that Borrower shall maintain Debt Ratings from only two of S&P, Moody's and Fitch and Borrower is split-rated and the Debt Ratings differential is one level, the higher Debt Rating will apply and if the Ratings differential is two levels or more, the level one level lower than the higher Debt Rating will apply. If at any time Borrower does not have a Debt Rating from at least one of S&P or Moody's, the applicable Pricing Level shall be set at Pricing Level V.”
1.3Amendment to Section 2.15. Section 2.15 of the Loan Agreement is hereby amended by inserting the words “or liquidity” after the first appearance of the word “capital”.

1.4Amendment to Section 6.02. Section 6.02 of the Loan Agreement is hereby amended by deleting it in its entirety and substituting therefor the following:

“6.02    Maximum Consolidated Capitalization Ratio. Borrower will at all times have a Consolidated Capitalization Ratio of not more than seventy percent (70%), provided that if on the date the MGE Acquisition is consummated (such date, the “Acquisition Date”), the debt financing incurred to finance the MGE Acquisition or refinance the Parent Bridge Facility is incurred by Borrower or a Subsidiary of Borrower, then on the Acquisition Date and thereafter, Borrower will at all times during each period set forth below have a Consolidated Capitalization Ratio of not more than the ratio set forth below opposite such period:
Period
Maximum Consolidated Capitalization Ratio
From Acquisition Date through September 30, 2014
72.5%
Thereafter
70%

ARTICLE II

CONDITIONS OF EFFECTIVENESS

2.1    The amendments set forth in Article I hereof shall become effective as of the date (such date being referred to as the “First Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied:

(a)The Administrative Agent (or its counsel) shall have received from the Borrower and the Required Banks either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic image scan transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.


3


(b)The Borrower shall have paid all fees and reasonable documented out-of-pocket expenses of the Arrangers, the Administrative Agent and the Banks required under the Loan Agreement and any other Transaction Document to be paid on or prior to the First Amendment Effective Date (including reasonable fees and expenses of counsel) in connection with this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Banks that (i) each of the representations and warranties contained in the Loan Agreement and the other Transaction Documents are true and correct in all material respects on and as of the First Amendment Effective Date, both immediately before and after giving effect to this Agreement (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date, and except that the representations and warranties contained in (x) Section 5.08 of the Loan Agreement shall be deemed to refer to September 30, 2012 rather than September 30, 2010 and (y) Section 5.09 of the Loan Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) thereof), (ii) this Agreement has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) no Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date, both immediately before and after giving effect to this Agreement.
ARTICLE IV

ACKNOWLEDGMENT AND CONFIRMATION OF THE BORROWER

The Borrower hereby confirms and agrees that after giving effect to this Agreement, the Loan Agreement and the other Transaction Documents remain in full force and effect and enforceable against it in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect, and the amendments contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the obligations of the Borrower evidenced by or arising under the Loan Agreement and the other Transaction Documents, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect. The Borrower represents and warrants to the Banks that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Transaction Documents, or if the Borrower has any such claims, counterclaims, offsets, or defenses to the Transaction Documents or any transaction related to the Transaction Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this Agreement. This acknowledgment and confirmation by the Borrower is made and delivered to induce the Administrative Agent and the Banks to enter into this Agreement. The Borrower

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acknowledges that the Administrative Agent and the Banks would not enter into this Agreement in the absence of the acknowledgment and confirmation contained herein.
ARTICLE V
MISCELLANEOUS

5.1    Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.

5.2    Full Force and Effect. Except as expressly amended hereby, the Loan Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. As used in the Loan Agreement, “hereinafter,” “hereto,” “hereof,” and words of similar import shall, unless the context otherwise requires, mean the Loan Agreement after amendment by this Agreement. Any reference to the Loan Agreement or any of the other Transaction Documents herein or in any such documents shall refer to the Loan Agreement and Transaction Documents as amended hereby. This Agreement is limited as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Loan Agreement except as expressly set forth herein. This Agreement shall constitute a Transaction Document under the terms of the Loan Agreement.

5.3    Expenses. The Borrower agrees on demand (i) to pay all reasonable fees and expenses of counsel to the Administrative Agent, and (ii) to reimburse the Administrative Agent for all reasonable documented out-of-pocket costs and expenses, in each case, in connection with the preparation, negotiation, execution and delivery of this Agreement.

5.4    Severability. To the extent any provision of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.

5.5    Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto.

5.6    Construction. The headings of the various sections and subsections of this Agreement have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. The provisions of Section 1.03 of the Loan Agreement are hereby incorporated by reference as if fully set forth herein.

5.7    Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or by electronic mail in a .pdf or similar file shall be effective as delivery of a manually executed counterpart of this Agreement.




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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

 
 
LACLEDE GAS COMPANY, as Borrower
 
 
 
 
 
 
 
 
 
 
By:
/s/ Steven P. Rasche
 
 
Name:
Steven P. Rasche
 
 
Title:
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 








SIGNATURE PAGE-FIRST AMENDMENT TO LOAN AGREEMENT (LACLEDE GAS)




 
 
WELLS FARGO BANK, NATIONAL
 
 
ASSOCIATION, as a Bank, the Issuing Bank, the
 
 
Swingline Bank and Administrative Agent
 
 
 
 
 
 
 
 
 
 
By:
/s/ Allison Newman
 
 
Name:
Allison Newman
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 









SIGNATURE PAGE-FIRST AMENDMENT TO LOAN AGREEMENT (LACLEDE GAS)



 
 
U.S. Bank National Association,
 
 
 
 
 
 
 
 
 
 
By:
/s/ John M. Eyerman
 
 
Name:
John M. Eyerman
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 










SIGNATURE PAGE-FIRST AMENDMENT TO LOAN AGREEMENT (LACLEDE GAS)



 
 
JPMORGAN CHASE BANK, N.A.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Helen D. Davis
 
 
Name:
Helen D. Davis
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 










SIGNATURE PAGE-FIRST AMENDMENT TO LOAN AGREEMENT (LACLEDE GAS)



 
 
FIFTH THIRD BANK
 
 
 
 
 
 
 
 
 
 
By:
/s/ Robert M. Sander
 
 
Name:
Robert M. Sander
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 










SIGNATURE PAGE-FIRST AMENDMENT TO LOAN AGREEMENT (LACLEDE GAS)



 
 
Commerce Bank
 
 
 
 
 
 
 
 
 
 
By:
/s/ Chris M. Steuterman
 
 
Name:
Chris M. Steuterman
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 










SIGNATURE PAGE-FIRST AMENDMENT TO LOAN AGREEMENT (LACLEDE GAS)



 
 
UMB BANK, N.A.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Thomas J. Zeigler
 
 
Name:
Thomas J. Zeigler
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






SIGNATURE PAGE-FIRST AMENDMENT TO LOAN AGREEMENT (LACLEDE GAS)