Exhibit 10.11c
THIRD AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT (this “ Third Amendment
”) is made and entered into as of November 21, 2008, by and
between THE LACLEDE GROUP, INC. , a Missouri corporation
(“ Borrower ”), and U.S. BANK NATIONAL
ASSOCIATION , a national banking association (“
Lender ”), and has reference to the following facts
and circumstances (the “ Recitals ”):
A. Borrower
and Lender executed the Amended and Restated Revolving Credit
Agreement dated as of August 4, 2005 (the “ 2005
Agreement ”).
B. The
2005 Agreement was previously amended as provided in the First
Amendment to Amended and Restated Revolving Credit Agreement dated
as of March 31, 2008 and the Second Amendment to Amended and
Restated Revolving Credit Agreement dated as of August 4, 2008 (the
2005 Agreement as amended thereby, hereafter referred to as the
“ Agreement ”; all capitalized terms used and
not otherwise defined in this Third Amendment shall have the
respective meanings ascribed to them in the Agreement).
C. Borrower
and Lender desire to further amend the Agreement, in the manner
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Lender
hereby agree as follows:
1.
Recitals . The Recitals are true and
correct, and, together with the defined terms set forth therein,
are incorporated herein by this reference.
2.
Amendment to Agreement . The Agreement is
amended as follows:
(a) The
following definition of “2008 LGC Loan Agreement” is
added to Section 1.01 the Agreement in the correct alphabetical
order:
“ 2008 LGC Loan Agreement shall
mean the Loan Agreement dated as of November 17, 2008, executed by
LGC, as Borrower, the Lenders party thereto, and U.S. Bank National
Association, as Administrative Agent, as the same may from time to
time be amended, modified, extended, renewed or
restated.”
(b) The
following is added to the end of Section 5.02 of the
Agreement:
“In addition, Borrower covenants and
agrees not to contribute the proceeds of any Loans hereunder to LGC
unless the Revolving Credit Commitments under the 2008 LGC Loan
Agreement have been fully advanced by Lenders.”
3.
Costs and Expenses . Borrower hereby
agrees to reimburse Lender upon demand for all out-of-pocket costs
and expenses (including, without limitation, reasonable
attorneys’ fees and expenses) incurred by Lender in the
preparation, negotiation and execution of this Third Amendment and
any and all other agreements, documents, instruments and/or
certificates relating to this Third Amendment. All of
the obligations of Borrower under this paragraph shall survive
the payment of Borrower’s Obligations and the termination of
the Agreement as amended hereby.
4.
References to Agreement . All references
in the Agreement to “this Agreement” and any other
references of similar import shall henceforth mean the Agreement as
amended by this Amendment.
5.
Full Force and Effect . Except to the
extent specifically amended by this Third Amendment, all of the
terms, provisions, conditions, covenants, representations and
warranties contained in the Agreement and the Note shall be and
remain in full force and effect and the same are hereby ratified
and confirmed.
6.
Benefit . This Third Amendment shall be
binding upon and inure to the benefit of Borrower and Lender and
their respective successors and assigns, except that Borrower may
not assign, transfer or delegate any of its rights o
