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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]