REVOLVING CREDIT AGREEMENT

Exhibit 10(v)-1

REVOLVING CREDIT AGREEMENT
BY AND AMONG

ENERGYSOUTH, INC.,
as Borrower,

and

REGIONS BANK, as agent,

and

REGIONS BANK, AMSOUTH BANK,
WACHOVIA BANK, NATIONAL ASSOCIATION,
AND
GULF FEDERAL BANK,
as Lenders

$20,000,000.00

January 31, 2005

REVOLVING CREDIT AGREEMENT

     This Revolving Credit Agreement is entered into as of the 31st day of January, 2005, by and among ENERGYSOUTH, INC., as Borrower (herein called “Borrower”), REGIONS BANK, as agent for Lenders to the extent and in the manner provided in ARTICLE 8, below (herein called “Agent”), and REGIONS BANK, AMSOUTH BANK, WACHOVIA BANK, NATIONAL ASSOCIATION, successor by merger to SouthTrust Bank (“Wachovia Bank”), and GULF FEDERAL BANK, as Lenders (herein collectively called “Lenders”).

W I T N E S S E T H:

     WHEREAS, Borrower has requested that Lenders enter into this Revolving Credit Agreement to provide for a revolving credit facility for lending to Borrower; and

     WHEREAS, Lenders have agreed to do so upon the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the mutual promises herein contained, and for other valuable consideration, the parties hereto agree as follows:

ARTICLE 1.
DEFINITIONS OF TERMS

     For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings assigned to them in this ARTICLE 1 or in the section or recital referred to below:

      Section 1.1. “Advance” shall mean the disbursement by the Agent of a sum or sums loaned to Borrower pursuant to this Agreement.

      Section 1.2. “Affiliate” shall mean any Person (1) which directly or indirectly controls, or is controlled by, or is under common control with, another Person or its Subsidiary; (2) which directly or indirectly beneficially owns or holds five percent (5%) or more of any class of voting stock of another Person or its Subsidiary; or (3) five percent (5%) or more of the voting stock of which is directly or indirectly beneficially owned or held by another Person or its Subsidiary. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

      Section 1.3. “Agent” shall have the meaning assigned to such term in the preamble hereof.

      Section 1.4. “Agreement” or “this Agreement” shall mean this Revolving Credit Agreement as the same may be amended or modified from time to time.

      Section 1.5. “Applicable Rate of Interest” shall mean the rate of interest designated in accordance with Section 3.2 hereof.

      Section 1.6. “Base Rate” shall mean the Regions Financial Corporation Commercial Base Rate. The Base Rate is not necessarily the lowest rate charged by Regions Bank on its loans and is set by Regions Bank in its sole discretion.

      Section 1.7. “Base Spread” shall mean eighty basis points (.80%) below the applicable Base Rate.

      Section 1.8. “Borrower” shall have the meaning assigned to such term in the preamble hereof.

      Section 1.9. “Borrowing Account” shall mean a demand deposit account in Regions Bank in the name of, and under the control of, Borrower.

      Section 1.10. “Borrowing Date” shall mean any date specified in a Request for Advance delivered in accordance with the provisions of Section 2.2(a) as a date on which Borrower requests an Advance hereunder.

      Section 1.11. “Business Day” shall mean a day on which banks are open for business in Mobile, Alabama.

      Section 1.12. “ Commitment” shall mean the obligation of each Lender to extend credit to Borrower under this Agreement in an aggregate principal amount not to exceed such Lender’s Committed Sum.

      Section 1.13. “ Commitment Period” shall mean the period beginning on the date hereof and ending on the Commitment Termination Date.

      Section 1.14. “ Commitment Termination Date” shall mean the earlier of (i) February 28, 2007, or (ii) date on which the Commitment is terminated by either Borrower or Lenders pursuant to the provisions hereof.

      Section 1.15. “Committed Sum” shall mean, with respect to a Lender, the amount set forth below opposite the name of such Lender:

      Section 1.16. “Debtor Law” shall mean any of, and “Debtor Laws” means all of the applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, receivership, insolvency, reorganization or similar laws of any jurisdiction from time to time in effect affecting the rights of creditors generally.

      Section 1.17. “ Default” shall mean any of the events specified in ARTICLE 7, regardless of whether there shall have occurred any passage of time or giving of notice or both that would be necessary in order to constitute such event an Event of Default.

      Section 1.18. “ Event of Default” shall have the meaning assigned to such term in Section 7.1.

      Section 1.19. “ Governmental Authority” shall mean any government (or any political subdivision or jurisdiction thereof), court, bureau, agency or other governmental authority having jurisdiction over either Borrower or any of its business, operations or properties.

      Section 1.20. “ Indebtedness” shall mean all long-term debt listed in Borrower’s Consolidated Financial Statements contained in Borrower’s Annual Report on Form 10K for the respective year ended September 30.

      Section 1.21. “ Lenders” shall have the meaning assigned to such term in the preamble hereof.

      Section 1.22. “ LIBOR Rate” shall mean a fluctuating rate of interest equal to the average offered rate in the London Interbank Market for deposits in U. S. Dollars for a one-, three-, or six-month period, as published in the Money Rates section of The Wall Street Journal on the last Business Day of each calendar month.

      Section 1.23. “ LIBOR Spread” shall mean one hundred twenty-five basis points (1.25%) above the applicable LIBOR Rate.

      Section 1.24. “ Loan Documents” shall mean this Agreement, the Note and all other documents executed by Borrower in connection therewith.

      Section 1.25. “ Loans” shall mean the aggregate unpaid principal balance of all Advances; each Advance, individually, shall mean a “Loan.”

      Section 1.26. “ Maximum Rate” shall mean, on any day, the highest nonusurious rate of interest permitted by applicable law on such day that at any time, or from time to time, may be contracted for, taken, reserved, charged or received on the Loans evidenced by the Note under the laws which are presently in effect of the United States of America and the State of Alabama applicable to the holders of the Note and such Loans or, to the extent permitted by law, under such applicable laws of the United States of America and the State of Alabama which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

      Section 1.27. “ Note” shall mean the Revolving Credit Note executed by Borrower and delivered pursuant to the terms of this Agreement, together with any renewals, extensions or modifications thereof.

      Section 1.28. “ Obligations” shall mean:

          (a) All present and future indebtedness, obligations and liabilities of Borrower to Agent and Lenders arising pursuant to this Agreement, regardless of whether such indebtedness, obligations and liabilities are direct, indirect, fixed, contingent, joint, several, or joint and several;

          (b) All present and future indebtedness, obligations and liabilities of Borrower to Lenders arising pursuant to or represented by the Note and all interest accruing thereon, and reasonable attorneys’ fees incurred in the enforcement or collection thereof;

          (c) All present and future indebtedness, obligations and liabilities of Borrower evidenced by or arising pursuant to any of the Loan Documents; and

          (d) All renewals, extensions, modifications and refundings of the indebtedness referred to in the foregoing clauses, or any part thereof.

      Section 1.29. “ Percentage” shall mean, with respect to each Lender, the percentage set forth below opposite the name of such Lender but as it may be changed from time pursuant to Section 2.3(b):

      Section 1.30. “ Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority, or other entity of whatever nature.

      Section 1.31. “ Regular Settlement” shall mean a Settlement held on a Regular Settlement Date.

      Section 1.32. “ Regular Settlement Date” shall mean the first and fifteenth day of each month (or if such day is not a Business Day, then on the next Business Day).

      Section 1.33. “ Request for Advance” shall have the meaning assigned to such term in Section 2.2(a).

      Section 1.34. “ Required Deposit” shall mean the funds necessary to be advanced by a Lender to Agent on a Settlement Date to restore Lender’s Percentage of the then outstanding balance of the Note to the Percentage set forth in Section 1.29.

      Section 1.35. “ Required Remittance” shall mean the funds necessary to be remitted by Agent to Lender on a Settlement Date to restore Lender’s Percentage of the then outstanding balance of the Note to the Percentage set forth in Section 1.29.

      Section 1.36. “ Settlement” shall mean the process by which the then outstanding balance of the Note is reallocated among the Lenders in accordance with their respective Percentages. At such time, each Lender shall transmit or receive funds to achieve such reallocation.

      Section 1.37. “ Settlement Date” shall mean a Regular Settlement Date or a Special Settlement Date.

      Section 1.38. “ Special Settlement” shall mean a Settlement required pursuant to Section 2.2(c) or Section 3.6.

      Section 1.39. “ Special Settlement Date” shall mean a date on which a Special Settlement is required.

      Section 1.40. “ Subsidiary” shall mean a corporation, general partnership, limited liability company, limited partnership or other business entity of which the shares, partnership or membership interests having ordinary voting power to elect a majority of the board of directors, general partners, managing partners or managers of such business entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by Borrower.

      Section 1.41. “ Taxes” shall have the meaning assigned to such term in Section 3.7.

      Section 1.42. “Total Commitment” shall mean $20,000,000.00.

      Section 1.43. Other Definitional Provisions.

          (a) All terms defined in this Agreement shall have the above defined meanings when used in the Note or any Loan Documents, certificate, report or other document made or delivered pursuant to this Loan Agreement, unless the context thereof shall otherwise require.

          (b) Defined terms used herein in the singular shall import the plural and vice-versa.

          (c) The words “hereof,” “herein,” “hereunder,” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

ARTICLE 2.

THE REVOLVING LOANS

      Section 2.1. Revolving Commitments . Subject to the terms and conditions of the Agreement, each Lender severally (and not jointly) agrees to lend to Borrower on a revolving basis, in one or more Advances, from time to time during the Commitment Period, an amount equal to such Lender’s Percentage of amounts requested by Borrower in each Request for Advance; provided, however, that (a) total Loans outstanding at any one time shall not exceed $20,000,000.00, and (b) except as provided in Section 2.2(c) with respect to Agent, no Lender

shall be obligated to make an advance if such advance would cause the Lender’s Percentage of the unpaid principal balance of the Loans to be in excess of such Lender’s Committed Sum. Within the limits of this Section 2.1, during the Commitment Period Borrower may borrow, repay and reborrow in accordance with the terms and conditions of this Agreement.

      Section 2.2. Advances .

          (a) Request for Advance . Borrower shall give Agent telephonic notice by 11:00 a.m., local time in Mobile, Alabama, on the day of each requested Borrowing hereunder, confirmed in writing by hand delivery or facsimile within one (1) hour of such telephonic notice (a A Request for Advance @ ), specifying the aggregate amount of such Borrowing.

          (b) Notice Irrevocable . Each Request for Advance shall be irrevocable and binding on Borrower, and Borrower shall indemnify each Lender against any cost, loss or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for an Advance, the conditions to the making of such Advance set forth herein, including without limitation, any cost, loss or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by any Lender to fund the Advance to be made by such Lender as part of such Borrowing.

          (c) Funding . After receiving a Request for Advance in the manner provided herein, Agent shall deposit such funds into the Borrowing Account. This will, from time to time, result in Agent’s Percentage being above that set out in Section 1.29. However, the Percentage will be adjusted on the next Regular Settlement Date. If an Advance causes the amount outstanding as Agent’s Percentage to exceed the Agent’s Committed Sum, then there will be an immediate Special Settlement.

      Section 2.3. Settlements .

          (a) On each Settlement Date, Agent shall notify each Lender by telephone (confirmed immediately by telecopier, telex, or cable), telecopier, telex, or cable of the then current balance under the Note. Thereafter, before 2:00 p.m., local time in Mobile, Alabama, on said Settlement Date, either each Lender will make the Required Deposit with Agent or Agent will make the Required Remittance to each Lender.

          (b) If and to the extent any Lender shall not have so made the Required Deposit available to Agent, Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to or on behalf of Borrower until the date such amount is repaid to Agent, at the Applicable Rate of Interest. The failure of any Lender to make any Required Deposit hereunder shall not relieve any other Lender of its obligations to make its Required Deposit hereunder. Neither Agent nor any Lender shall be responsible for the performance by any other Lender of its obligations hereunder. In the event of any failure by a Lender to make a Required Deposit hereunder, the other Lenders may (but shall not be required to) purchase (on a pro rata basis, according to their respective Percentages) such Lender’s interest in the Note.

      Section 2.4. Commitment Fees . Borrower agrees to pay to Agent, for the account of each Lender, availability fees for the Commitment Period computed at a rate per annum equal to

.125% on the average daily unborrowed amount of such Lender’s Committed Sum in effect during the period for which payment is made. Such commitment fees shall be payable quarterly in arrears on the fifth Business Day after each calendar quarter following the date of the Note and again at the maturity date of the Note.

      Section 2.5. Termination or Reduction of Commitment by Borrower . Borrower may at any time, upon not less than thirty (30) Business Days’ prior written notice to Lenders, (a) reduce the Commitment, in multiples of $1,000,000.00, at which time the Commitment Fees will be reduced accordingly, or (b) terminate the Commitment; provided, however, that upon the termination of the Commitment, all amounts due under the Note and other Loan Documents shall be immediately due and payable.

      Section 2.6. Use of Proceeds . The proceeds of each borrowing hereunder shall be used for the general corporate purposes of Borrower.

ARTICLE 3.

NOTE AND NOTE PAYMENTS

      Section 3.1. Note . The Advances shall be evidenced by a Revolving Credit Note (the A Note @ ) executed by Borrower, which Note shall (a) be dated the date hereof, (b) be in the principal amount of $20,000,000.00, (c) be payable to the order of Agent, as Agent for the Lenders, at the office of Agent, (d) bear interest in accordance herewith, and (e) be in the form of Exhibit A , attached hereto, with blanks appropriately completed in conformity herewith. The Agent is authorized, but is not required, to endorse on the schedule attached to the Note appropriate notations evidencing the date and amount of each Advance as well as the amount of each payment made by Borrower thereunder.

      Section 3.2. Interest Rate . The Borrower shall pay interest to the Agent for the ratable benefit of the Lenders, on the outstanding and unpaid principal amount of the Loans, as follows: Borrower may select a per annum rate equal to: (i) a LIBOR Rate, based upon the applicable rate for the term selected (i.e., one, three, or six months), plus the LIBOR Spread; or (ii) the Base Rate minus the Base Spread, each computed on the basis of a 360-day year. Borrower shall give Agent telephonic notice of its interest rate selection by 11:00 a.m., local time in Mobile, Alabama, on the first day of each calendar month (or on the first day of the calendar month in which a new rate must be chosen) of its selection of the rate. Such notice shall be confirmed in writing (by hand delivery or facsimile) within one (1) hour of such telephonic notice. The rate selected will remain in effect for the entire calendar month or, if Borrower has selected a three- or six-month LIBOR Rate, for that corresponding period of time. In the event Borrower fails to give such notice, Agent will recalculate an interest rate as though Borrower had reselected the same index previously chosen. Such rate will remain in effect for the corresponding period of time until Borrower has given proper notice.

      Section 3.3. Principal Payments .

          (a) Payment of the Note . The unpaid principal amount of the Note, and all accrued but unpaid interest thereon, shall be due and payable on the earlier of (i) the

Commitment Termination Date, or (ii) the date on which the Note becomes due and payable under the provisions of Section 7.2 hereof.

          (b) Principal Payments on the Note . At any time and from time to time Borrower may pay without premium or penalty the principal of the Note then outstanding, in whole or in part, provided that Borrower shall give Agent telephonic notice by 11:00 a.m. local time in Mobile, Alabama, on the day of each principal payment hereunder, confirmed in writing by hand delivery or facsimile within one (1) hour of such telephonic notice.

      Section 3.4. Payment of Interest on the Note . Interest upon the Note shall be calculated at the end of each calendar month and shall be due and payable on the first Business Day of the next calendar month and at the Commitment Termination Date.

      Section 3.5. Manner and Application of Payments . All payments of principal of, and interest on, the Note shall be made by Borrower to Agent before 2:00 p.m., local time in Mobile, Alabama, in federal or other immediately available funds at Agent’s principal banking office in Mobile, Alabama, provided that any payment of principal (i) made on a Regular Settlement Date, or (ii) that results in the need for a Special Settlement, shall be made before 12:00 p.m. local time in Mobile, Alabama. Any payment received by Agent after the required time shall be deemed to have been received by Agent on the next succeeding Business Day. Should the principal of or interest on the Note, or any commitment fee, become due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day.

      Section 3.6. Application of Payments . Each payment received by Agent shall be applied to Agent’s portion of the Note. This will, from time to time, result in Agent’s Percentage falling below that set out in Section 1.29. However, the Percentage will be adjusted on the next Regular Settlement Date. If a payment causes the amount outstanding as Agent’s Percentage to fall below $0, then there will be an immediate Special Settlement.

      Section 3.7. Taxes .

          (a) Any and all payments by Borrower hereunder or under the Note shall be made in accordance with this ARTICLE 3, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto.

          (b) Borrower shall pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under the Loan Documents or from the execution, delivery or registration of, or otherwise with respect to, any of the Loan Documents.

          (c) Without prejudice to the survival of any other agreement of Borrower hereunder, the agreements and obligations of Borrower contained in this Section 3.7 shall survive the payment in full of the Obligations.

      Section 3.8. Indemnity . Borrower shall indemnify each Lender and hold each Lender harmless from any loss or expense or loss of margin which such Lender may sustain or incur as a consequence of Borrower’s failure or refusal to borrow after Borrower has given a Request for

Advance pursuant to Section 2.2(a). This covenant shall survive termination of this Agreement and payment of the Obligations for a period of one (1) year. A statement setting forth the calculations of any amounts payable pursuant to this section submitted by a Lender to Borrower and Agent shall be conclusive in the absence of manifest error.

ARTICLE 4.

CONDITIONS PRECEDENT

      Section 4.1. Initial Advance . The obligation of each Lender to make the initial Advance hereunder is subject to the condition precedent that, on or before the date of such Advance, Agent shall have received for each Lender the following, each dated as of the date of such Advance, in form and substance satisfactory to Agent and such Lender:

          (a) Note . The duly executed Note.

          (b) Resolutions of Borrower . Resolutions of Borrower approving the Loans contemplated hereby, duly adopted by Borrower’s Board of Directors and accompanied by a certificate of the Secretary or Assistant Secretary of Borrower stating that such resolutions are true and correct, have not been altered or repealed and are in full force and effect.

          (c) Officer’s Certificate of Borrower . A certificate of an authorized officer of Borrower averring to the fact that the Borrower has not amended its Articles of Incorporation or Bylaws in any material respect since September 30, 2000, and further averring to the accuracy of the representation and warranties of the Borrower contained in ARTICLE 5 below.

      Section 4.2. All Advances . The obligation of each Lender to make any Advance under this Agreement (including the initial Advance) shall be subject to the following conditions precedent:

          (a) No Defaults . As of the date of the making of such Advance, there shall exist no Default or Event of Default.

          (b) Compliance with Agreement . Borrower shall have performed and complied with all agreements and conditions contained herein and in each of the Loan Documents which are required to be performed or complied with by Borrower before or on the date of such Advance.

          (c) Request for Advance . Agent shall have received from Borrower a Request for Advance in the form attached hereto as Exhibit B , dated as of the date of such Borrowing and signed by an authorized officer of Borrower.

          (d) Representations and Warranties . The representations and warranties contained in ARTICLE 5 hereof and in each of the Loan Documents shall be true in all respects on the date of making of such Advance, with the same force and effect as though made on and as of that date.

          (e) Bankruptcy Proceedings . No proceeding or case under Debtor Law shall have been commenced by or against Borrower or any direct or indirect Subsidiary of Borrower.

ARTICLE 5.

REPRESENTATIONS AND WARRANTIES

     To induce Lenders to make the Loans hereunder, Borrower represents and warrants Agent and to Lenders that:

      Section 5.1. Organization and Good Standing . Borrower is a corporation duly organized and existing in good standing under the laws of the State of Alabama, and has the corporate power and authority to own its properties and assets and to transact the business in which it is engaged.

      Section 5.2. Authorization and Power . Borrower has the corporate power and requisite authority to execute, deliver and perform the Loan Documents to be executed by Borrower. Borrower is duly authorized, and has taken all corporate action necessary to authorize Borrower, to execute, deliver and p