Attached files
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8-K - FORM 8-K - SPIRE INC | d778552d8k.htm |
Exhibit 99.1
EXECUTION VERSION
Credit Suisse AG Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, New York 10010 |
Wells Fargo Bank, National Association 301 South College Street Charlotte, North Carolina 28288
Wells Fargo Securities, LLC Duke Energy Center 550 South Tryon Street Charlotte, North Carolina 28202 |
August 19, 2014
The Laclede Group, Inc.
720 Olive Street
Saint Louis, Missouri 63101
Attention: Steven P. Rasche, Chief Financial Officer
Project Namath 2nd Amendment to the Commitment Letter
Ladies and Gentlemen:
Reference is hereby made to the (i) Project Namath-Commitment Letter and the Annexes attached thereto, dated as of April 5, 2014, from Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, Credit Suisse AG), Credit Suisse Securities (USA) LLC (Credit Suisse Securities and together with Credit Suisse AG, Credit Suisse), Wells Fargo Bank, National Association (Wells Fargo Bank), Wells Fargo Securities, LLC (Wells Fargo Securities and, collectively with Credit Suisse AG, Credit Suisse Securities and Wells Fargo Bank, the Commitment Parties) to The Laclede Group, Inc. (the Borrower), as amended by the First Amendment to the Commitment Letter dated as June 16, 2014, and (ii) the Project Namath-Joinder Agreement to Commitment Letter, dated as of April 28, 2014, between the Commitment Parties, the New Lenders and the Borrower ((i) and (ii) collectively, the Commitment Letter). Capitalized terms used in this agreement (this Amendment) but not defined herein shall have the respective meanings assigned to such terms in the Commitment Letter.
On the date hereof, the Borrower completed offerings of $625 million of Senior Notes. The parties hereto agree that, effective from the date of this Amendment, the amount of the Facility, and the corresponding Commitments of the Commitment Parties, shall be reduced to $0 and that the obligations of the Borrower and the Commitment Parties under the Commitment Letter are terminated, except to the extent they survive such termination pursuant to the express terms of the Commitment Letter.
To induce the Commitment Parties to enter into this Amendment, the Borrower hereby represents and warrants to the Commitment Parties that the reduction and termination of the Facility evidenced by this Amendment does not require any consent by the Seller, or if such consent is required, then such consent has been obtained pursuant to the terms of the Acquisition Agreement on or prior to the date hereof.
PARAGRAPH 12 OF THE COMMITMENT LETTER IS HEREBY INCORPORATED HEREIN BY REFERENCE AND SHALL APPLY HEREUNDER AS IF FULLY SET FORTH HEREIN.
Each party hereto agrees to maintain the confidentiality of this Amendment and the terms hereof in accordance with the confidentiality and disclosure provisions set forth in Section 8 of the Commitment Letter. For the avoidance of doubt, the Borrower may file a copy of this Amendment in any required filings with the Securities and Exchange Commission or other applicable regulatory authorities and stock exchanges pursuant to proviso (B) of Section 8(a) of the Commitment Letter.
Each party hereto agrees that this Amendment is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Very truly yours, | ||||
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH | ||||
By: | /s/ Mikhail Faybusovich | |||
Name: | Mikhail Faybusovich | |||
Title: | Authorized Signatory | |||
By: | /s/ Samuel Miller | |||
Name: | Samuel Miller | |||
Title: | Authorized Signatory | |||
CREDIT SUISSE SECURITIES (USA) LLC | ||||
By: | /s/ Michael Proskin | |||
Name: | Michael Proskin | |||
Title: | Managing Director | |||
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||||
By: | /s/ Allison Newman | |||
Name: | Allison Newman | |||
Title: | Director | |||
WELLS FARGO SECURITIES, LLC | ||||
By: | /s/ Lindsay Offutt | |||
Name: | Lindsay Offutt | |||
Title: | Vice President |
[Signature Page to Second Amendment to Commitment Letter]
Agreed and acknowledged as of the date first written above: | ||||
THE LACLEDE GROUP, INC. | ||||
By: | /s/ S. P. Rasche | |||
Name: | S. P. Rasche | |||
Title: | Executive Vice President and Chief Financial Officer |
[Signature Page to Second Amendment to Commitment Letter]
Agreed and acknowledged as of the date first written above: | ||||
Bank of America, N.A. | ||||
By: | /s/ Eric A. Escagne | |||
Name: | Eric A. Escagne | |||
Title: | Senior Vice President | |||
JPMorgan Chase Bank, N.A. | ||||
By: | /s/ Nancy R. Barwig | |||
Name: | Nancy R. Barwig | |||
Title: | Credit Executive | |||
Morgan Stanley Bank, N.A. | ||||
By: | /s/ Kelly Chin | |||
Name: | Kelly Chin | |||
Title: | Authorized Signatory | |||
Royal Bank of Canada | ||||
By: | /s/ Frank Lambrinos | |||
Name: | Frank Lambrinos | |||
Title: | Authorized Signatory | |||
U.S. Bank National Association | ||||
By: | /s/ John M. Eyerman | |||
Name: | John M. Eyerman | |||
Title: | Vice President | |||
Stifel Bank & Trust | ||||
By: | /s/ Matthew L. Diehl | |||
Name: | Matthew L. Diehl | |||
Title: | Senior Vice President |
[Signature Page to Second Amendment to Commitment Letter]
Fifth Third Bank | ||||
By: | /s/ Mark Stapleton | |||
Name: | Mark Stapleton | |||
Title: | Vice President | |||
Commerce Bank | ||||
By: | /s/ Chris Steuterman | |||
Name: | Chris Steuterman | |||
Title: | Vice President | |||
Compass Bank | ||||
By: | /s/ Raj Nambiar | |||
Name: | Raj Nambiar | |||
Title: | Vice President | |||
Regions Bank | ||||
By: | /s/ Joe Fleece | |||
Name: | Joe Fleece | |||
Title: | Associate | |||
UMB Bank N.A. | ||||
By: | /s/ Michael Garner | |||
Name: | Michael Garner | |||
Title: | SVP Commercial Lending Officer |
[Signature Page to Second Amendment to Commitment Letter]