Common use of Financing Clause in Contracts

Financing. (a) Buyer has delivered to Seller (i) true, correct and complete copies of the executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement.

Financing. Landlord shall be entitled to encumber the Hotel with a Mortgage on commercially reasonable terms and in such event, Landlord, Owner and Manager shall be required to execute and Landlord agrees to require Mortgagee to execute and deliver an instrument (a “Subordination Agreement”) which shall be recorded in the jurisdiction where the Hotel is located, which provides: (i) This Agreement and any extensions, renewals, replacements or modifications thereto, and all right and interest of Manager in and to the Hotel, shall be subject and subordinate to the Mortgage; and (ii) If there is a foreclosure of the Mortgage in connection with which title or possession of such Hotel is transferred to the Mortgagee (or its designee) or to a purchaser at foreclosure or to a subsequent purchaser from the Mortgagee (or from its designee) (each of the foregoing, a “Subsequent Holder”), Manager shall not be disturbed in its rights under this Agreement, so long as (a) Buyer no Manager Event of Default (beyond the applicable notice and cure period, if any) has occurred thereunder which entitles Owner to terminate this Agreement, and (b) the Lease has not been terminated as a result of a monetary default which arises from acts or failure to act by Manager pursuant to this Agreement, provided, however, that such Subsequent Holder shall not be (a) liable in any way to Manager for any act or omission, neglect or default of the prior Landlord or Owner (b) responsible for any monies owing or on deposit with any prior Landlord or Owner to the credit of Manager (except to the extent actually paid or delivered to Seller (i) true, correct and complete copies of the executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”such Subsequent Holder), (c) subject to any counterclaim or setoff which theretofore accrued to Manager against any prior Landlord or Owner, (d) bound by any modification of this Agreement subsequent to such Mortgage which was not approved by the Mortgagee, (e) liable to Manager or beyond such Subsequent Holder’s interest in the Hotel and the rents, income, receipts, revenues, issues and profits issuing from the Hotel, or (f) required to remove any Person occupying the Hotel or any part thereof, except if such person claims by, through or under such Subsequent Holder. If the Lease is terminated as a result of a non-monetary default which was not caused by Manager Event of Default pursuant to which the counterparties thereto have committed, subject to the terms of this Agreement or such Subsequent Holder succeeds to the interest of Owner thereunder, the Mortgagee or Subsequent Holder, as applicable, and conditions thereof, Manager shall agree that the Hotel will continue to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (be subject to this Agreement (but neither the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related Mortgagee nor Subsequent Holder will not be responsible to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respectpay past due amounts hereunder). (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement.

Financing. (a) Buyer Acquiror has delivered to Seller (i) true, correct received and complete copies of the executed commitment letterletters dated February 23, dated as of 2001 from Credit Suisse First Boston ("CSFB") and DLJ Investment Funding, Inc. ("DLJ") (collectively, the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”"Commitment Letters"), pursuant to which the counterparties thereto CSFB and DLJ have committed, subject to the terms and conditions set forth therein, to provide to the Company the amount of financing set forth in the Commitment Letters (the "Financing"), to complete the transactions contemplated hereby and for working capital and general corporate purposes following the Effective Time. A true and complete copy of each of the Commitment Letters is attached hereto as Exhibit B. The Commitment Letters have not been amended or modified. Acquiror --------- has fully paid any and all commitment fees or other fees required by such Commitment Letters to be paid as of the date hereof (and will duly pay any such fees after the date hereof). The Commitment Letters are valid and in full force and effect and no event has occurred which (with or without notice, lapse of time or both) would constitute a default thereunder on the part of Holding or Acquiror. (b) The Commitment Letters have been obtained, subject to the terms and conditions thereof, to lend to Buyer pay in part the amounts set forth therein (the “Financing”) and (ii) true and correct (subject aggregate Merger Consideration pursuant to the redactions noted therein) copies Merger, to refinance in part any indebtedness of the executed fee letter, dated Company and its Subsidiaries that will become due as a result of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement, to pay all related fees and expenses, and to provide additional financing for future working capital and general corporate needs of the Company and its Subsidiaries. Neither the Financing Letter or Fee Letter has been amended or modified and The obligations to fund the commitments contained in under the Financing Letter have Commitment Letters are not been withdrawn or rescinded in subject to any respect. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter Commitment Letters. It is the good faith belief of Holding and the Fee Letter. As Acquiror, as of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse that the Financing will be obtained. Each of time or both, would or would reasonably Holding and Acquiror will use its reasonable best efforts to cause the Financing to be expected to constitute a default or breach completed on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated terms set forth in the Financing Letter Commitment Letters. (c) The Financing, together with the other funds available to Acquiror, will provide sufficient funds to consummate the Merger and the Fee Letter will be satisfied, at or prior to other transactions contemplated hereby on the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained terms set forth in this Agreement. (d) Immediately after the consummation of the Merger, the Surviving Corporation (i) will not be insolvent, (ii) will not be left with unreasonably small capital, and (iii) will not have debts beyond its ability to pay such debts as they mature.

Financing. (a) Buyer Acquiror has delivered to Seller (i) true, correct received and complete copies of the executed commitment letterletters dated February 23, dated as of 2001 from Credit Suisse First Boston ("CSFB") and DLJ Investment Funding, Inc. ("DLJ") (collectively, the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”"Commitment Letters"), pursuant to which the counterparties thereto CSFB and DLJ have committed, subject to the terms and conditions set forth therein, to provide to the Company the amount of financing set forth in the Commitment Letters (the "Financing"), to complete the transactions contemplated hereby and for working capital and general corporate purposes following the Effective Time. A true and complete copy of each of the Commitment Letters is attached hereto as Exhibit B. The Commitment Letters have not been amended or modified. Acquiror has fully paid any and all commitment fees or other fees required by such Commitment Letters to be paid as of the date hereof (and will duly pay any such fees after the date hereof). The Commitment Letters are valid and in full force and effect and no event has occurred which (with or without notice, lapse of time or both) would constitute a default thereunder on the part of Holding or Acquiror. (b) The Commitment Letters have been obtained, subject to the terms and conditions thereof, to lend to Buyer pay in part the amounts set forth therein (the “Financing”) and (ii) true and correct (subject aggregate Merger Consideration pursuant to the redactions noted therein) copies Merger, to refinance in part any indebtedness of the executed fee letter, dated Company and its Subsidiaries that will become due as a result of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement, to pay all related fees and expenses, and to provide additional financing for future working capital and general corporate needs of the Company and its Subsidiaries. Neither the Financing Letter or Fee Letter has been amended or modified and The obligations to fund the commitments contained in under the Financing Letter have Commitment Letters are not been withdrawn or rescinded in subject to any respect. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter Commitment Letters. It is the good faith belief of Holding and the Fee Letter. As Acquiror, as of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse that the Financing will be obtained. Each of time or both, would or would reasonably Holding and Acquiror will use its reasonable best efforts to cause the Financing to be expected to constitute a default or breach completed on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated terms set forth in the Financing Letter Commitment Letters. (c) The Financing, together with the other funds available to Acquiror, will provide sufficient funds to consummate the Merger and the Fee Letter will be satisfied, at or prior to other transactions contemplated hereby on the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained terms set forth in this Agreement. (d) Immediately after the consummation of the Merger, the Surviving Corporation (i) will not be insolvent, (ii) will not be left with unreasonably small capital, and (iii) will not have debts beyond its ability to pay such debts as they mature.

Financing. (ai) Buyer From the date of this Agreement to and including the Completion (or if earlier, the termination of this Agreement pursuant to and in accordance with Section 9), Parent and Acquirer Sub shall have, at all times, sufficient cash, available lines of credit or other sources of immediately available and cleared funds to enable Parent and Acquirer Sub to make all required payments payable on the Completion in connection with the Transactions, including the payment of expenses and fees (such amounts, collectively, the “Financing Amounts”). (ii) As of the date of this Agreement, Parent has delivered to Seller (i) the Company true, correct and complete copies of the executed commitment lettercopies, dated as of the date hereofof this Agreement, between The Laclede Groupof the fully executed Debt Agreement, Inc.together with all attached exhibits, ▇▇▇▇▇ Fargo Bank, National Associationschedules and annexes, and ▇▇▇▇▇ Fargo Securitiesthe fee letters (which may be redacted as described below) associated therewith (but excluding any side letters or other similar agreements which do not impact the amount or availability of the Financing or amend or, LLC (waive any of the “terms of the Debt Agreement or expand the conditions to obtaining the Financing Letter”on or before the occurrence of Completion), pursuant to which provide to Parent the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts amount of financing set forth therein (in the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letterDebt Agreement, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it in order to consummate the transactions contemplated by this AgreementTransactions. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereofof this Agreement, a true, correct and complete copy of each fee letter related to the Debt Agreement as in effect on the date of this Agreement has been provided to the Company, except that the fees and other customary “flex” terms (including provisions in such fee letter related to fees and economic terms) may have been redacted; provided, however, that no redacted term provides that the aggregate amount or net cash proceeds of the Financing Letter is set forth in full force the unredacted portion of the Debt Agreement could be reduced or adds or modifies any conditions or contingencies that affect the availability of all or any portion of the Financing. Parent has fully paid (or caused to be paid) all commitment and effect other fees, if any, required by the Debt Agreement that are due and is payable on or before the validdate of this Agreement. As of the date of this Agreement and other than as set forth in the Debt Agreement and assuming the satisfaction or waiver of each of the Conditions at Completion, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There there are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingFinancing as necessary to consummate the transactions contemplated by this Agreement and to satisfy all of the payment and other obligations of Parent and Acquirer Sub under this Agreement, and there are no contractual contingencies or other provisions under any agreement (including any side letters) relating to the Transactions to which Parent or Acquirer Sub or any of their respective Affiliates is a party that would permit the Financing Sources to reduce the total amount of the Financing or impose any additional conditions precedent to the availability of the Financing or that could affect the timing, termination or availability of the Financing necessary to consummate the Transactions. (iii) As of the date of this Agreement, the Debt Agreement is a valid and binding obligation of Parent and, to the knowledge of Parent, each other party thereto, and is enforceable in accordance with its terms, subject, in each case, to Equitable Exceptions, and in full force and effect, and has not been amended, modified, withdrawn, terminated or rescinded in any respect. No such amendment, modification, withdrawal termination, or rescission is contemplated by Parent or, to the knowledge of Parent, any other party thereto (other than as set forth in therein with respect to “flex” rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Financing Letter and Debt Agreement as of the Fee Letterdate of this Agreement). As of the date hereofof this Agreement, assuming that each of the Conditions are satisfied at Completion, no event has occurred or circumstance exists which, that (with or without notice, lapse of time or both, would ) constitutes a breach or would reasonably be expected to constitute a default or breach under the Debt Agreement on the part of BuyerParent. Other than customary engagement letters, the redacted fee letters provided in accordance with clause (ii) above or nondisclosure or non-reliance agreements which do not impact the conditionality or aggregate amount of the Financing, as of the date of this Agreement, there are no other contracts or side letters, or arrangements to which Parent or any of its Affiliates is a party related to the knowledge of BuyerFinancing, any other party, under than as expressly contained in the Financing Letter Debt Agreement or Fee Letterotherwise delivered to the Company. As of the date hereofof this Agreement, Buyer reasonably believes Parent does not have any reason to believe that any of the conditions to the Financing contemplated in will not be satisfied or, assuming satisfaction or waiver of the conditions to the Financing, that the Financing Letter and will not be available to Parent on the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants date on which Completion shall occur. (iv) Notwithstanding anything contained in this Agreement to the contrary, the obligations of the Parent Parties under this Agreement, including their obligations to consummate the Completion, are not conditioned in any manner upon the Parent Parties obtaining the Financing or any other financing.

Financing. (a) Buyer has delivered to Seller (i) true, correct Parent true and complete copies of the executed commitment letter, dated as of the date hereofAgreement Date, between The Laclede Groupamong Buyer and certain of its Affiliates and Bank of America, Inc.N.A. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ Fargo Bank, National Association, and & ▇▇▇▇▇ Fargo Securities, LLC Incorporated (the “Financing Debt Commitment Letter”), pursuant to which the counterparties lenders party thereto have committedagreed, upon the terms and subject to the terms and conditions thereofof the Debt Commitment Letter, to lend to Buyer the amounts set forth therein in the Debt Commitment Letter for the purposes of financing the transactions contemplated hereby and related fees and expenses (the “Debt Financing”) ). The Debt Commitment Letter and (ii) true and correct (subject the related fee letter are referred to collectively in this Agreement as the redactions noted therein) copies “Financing Agreements.” None of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter Agreements has been amended or modified prior to the Agreement Date; and none of the respective commitments contained in the Financing Letter Agreements have not been withdrawn or rescinded in any respect. (b) respect prior to the Agreement Date. As of the date hereofAgreement Date, the Financing Letter is Agreements are in full force and effect and is are the valid, binding and enforceable obligation obligations of The Laclede Group, Inc. Buyer and, to the knowledge Knowledge of Buyer, the other parties thereto, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law). Except for fee letter(s) relating to fees with respect to the Debt Financing Letter. There (complete copies of which have been provided to Parent, with only the fee amounts and certain economic terms of the market flex (none of which would adversely affect the amount or availability of the Debt Financing) redacted), as of the Agreement Date there are no side letters or other Contracts related to the funding or investment, as applicable, of the Debt Financing other than as expressly set forth in the Financing Agreements delivered to Parent prior to the Agreement Date. Buyer has fully paid any and all commitment fees or other fees in connection with the Financing Agreements that are payable by it on or prior to the Agreement Date. The only conditions precedent or other contingencies related to the funding obligations of the lenders to fund the full amount of the Financing, other than as Debt Financing are those expressly set forth in the Financing Letter and the Fee Debt Commitment Letter. As of the date hereofAgreement Date, no event has occurred or circumstance exists whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerBuyer or any direct investor in Buyer under any term, or to the knowledge a failure of Buyerany condition, any other party, under of the Financing Letter Agreements or Fee Letterotherwise would be reasonably likely to result in any portion of the Debt Financing contemplated thereby to be unavailable. As of the date hereofAgreement Date, assuming the satisfaction of the conditions in Sections 8.02(a)(i), 8.02(a)(ii) and 8.02(a)(iii), Buyer reasonably believes has no reason to believe that the conditions it will be unable to satisfy on a timely basis any term or condition of the Financing contemplated in Agreements required to be satisfied by it. Based on the Financing Letter terms and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any conditions of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement, the proceeds from the Debt Financing, together with the cash or cash equivalents otherwise available to Buyer, will provide Buyer at the Closing with sufficient funds to consummate the transactions contemplated hereby and otherwise satisfy all of its obligations under this Agreement, including the payment of the Purchase Price and all fees and expenses reasonably expected to be incurred by Buyer in connection therewith. For the avoidance of doubt, the obligations of Buyer under this Agreement are not contingent in any respect upon the funding of amounts contemplated by the Debt Financing.

Financing. (a) Buyer has delivered to Seller (i) true, correct Schedule 4.05 hereto contains true and complete copies of the (a) an executed commitment letterletter (the “Equity Commitment Letters”) from ▇▇▇▇ Capital Fund VIII, dated L.P. confirming its commitment to provide Buyer with equity financing in an aggregate amount of up to $975,000,000 (nine hundred seventy-five million dollars) (the “Equity Financing”) and designating Seller as of a third party beneficiary thereof (subject to the date hereof, between The Laclede Group, Inc., limitations set forth therein) and (b) an executed commitment letter (the “Debt Commitment Letter”) from ▇▇▇▇▇▇ Fargo Bank▇▇▇▇▇▇▇ Senior Funding, National AssociationInc., Bank of America, N.A., Bank of America Bridge LLC, Banc of America Securities LLC and ▇▇▇▇▇▇▇ Fargo Securities, LLC Sachs Credit Partners L.P. confirming their commitment to provide Buyer with up to $2.125 billion in debt financing (the “Financing Letter”)Debt Financing” and together with the Equity Financing, pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject ). Except as previously disclosed to Seller in writing, Buyer has not entered into any agreement not set forth in the redactions noted therein) copies Debt Commitment Letter pursuant to which any Person has the right to modify or amend the terms of the executed fee letter, dated as Debt Financing described in the Debt Commitment Letter. Each of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter Equity Commitment Letters is in full force and effect effect, is a valid and is the valid, binding and enforceable obligation of each of the parties thereto and has not been amended or modified in any respect. The Laclede Group, Inc. Debt Commitment Letter is a valid and binding obligation of Buyer and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financingthereto and, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no has not been amended or modified in any respect. No event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerBuyer under any term or condition of the Equity Commitment Letters or the Debt Commitment Letter, and Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it pursuant to the knowledge of Buyer, any other party, under Equity Commitments Letters or the Financing Letter or Fee Debt Commitment Letter. As of Buyer has fully paid any and all commitment or other fees required by the Debt Commitment Letter to be paid on or before the date hereof. The Financing, Buyer reasonably believes that the conditions when funded in accordance with, and subject to the Financing contemplated in terms and conditions of, the Financing Letter Equity Commitment Letters and the Fee Debt Commitment Letter will provide Buyer with funds sufficient to pay the Purchase Price and any other amounts to be satisfied, at or prior to paid by it under the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementTransaction Documents.

Financing. (a) Buyer Purchaser has available cash, the Commitment Letters and debt commitment letters, which together are sufficient to enable it to consummate the transactions contemplated hereby. Purchaser has delivered to Seller (i) the Sellers true, complete and correct and complete copies of the executed Commitment Letters and the debt commitment letterletters entered into as of the date of this Agreement and true, dated complete and correct copies of the amendments to the debt commitment letters, if any, as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (in connection with the “Financing Letter”), transactions contemplated herein pursuant to which the counterparties respective signatories thereto have committed, subject to the terms and conditions thereofset forth therein, to lend to Buyer provide Purchaser with certain funds in the amounts set forth therein (described in the “Financing”) Commitment Letters and (ii) true and correct (subject to such debt commitment letters at the redactions noted therein) copies Closing. None of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related Commitment Letters or debt commitment letters delivered to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter Sellers has been amended or modified (other than any amendment or modification consented to by Sellers), no such amendment or modification is contemplated by Purchaser, or, to the knowledge of Purchasers, the signatories thereto, and the commitments contained in the Financing Letter Commitment Letters and such debt commitment letters have not been withdrawn or rescinded in any respect. (b) As of . There are no side letters or other Contracts that would modify the date hereof, obligations under the Financing Letter is Commitment Letters or any debt commitment letter delivered to Sellers other than as expressly set forth in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, Commitment Letters or such debt commitment letter delivered to the knowledge of Buyer, the other parties to the Financing LetterSellers. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingCommitment Letters or any debt commitment letter delivered to Sellers, other than as expressly set forth in or expressly contemplated by the Financing Letter and the Fee LetterCommitment Letters or any such debt commitment letter. As of the date hereof, no No event has occurred or circumstance exists whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, Purchaser under the Commitment Letters or any debt commitment letter delivered to Sellers other than any such default or breach that has been irrevocably waived by the applicable other signatories thereto or otherwise cured in a timely manner by Purchaser to the knowledge satisfaction of Buyer, any such other party, under signatories. Purchaser will have at and after the Financing Letter or Fee Letter. As Closing funds sufficient to (i) pay the Purchase Price and (ii) satisfy all of the date hereof, Buyer reasonably believes that the conditions to the Financing other payment obligations of Purchaser contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementhereunder.

Financing. (a) Buyer Parent has delivered to Seller (i) true, correct the Company a true and complete copies copy of the fully executed commitment letterbridge facility agreement, dated on or before the date of this Agreement, among Parent and certain of its Subsidiaries and the Financing Sources party thereto (including all exhibits, schedules, and annexes to such agreement in effect as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”of this Agreement), pursuant to which the counterparties thereto such Financing Sources have committed, on the terms and subject to the terms and conditions thereofset forth therein, to lend to Buyer provide the amounts set forth debt financing described therein in connection with the transactions contemplated hereby (the “FinancingBridge Facility Agreement”). (b) Parent and (ii) true and correct (subject its Subsidiaries have available to the redactions noted therein) copies them upon funding of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National AssociationBridge Facility Agreement, and ▇▇▇▇▇ Fargo Securities, LLC (at the “Fee Letter”) related to the Financing. At the Closing, Buyer Closing will have sufficient available to them the funds to enable it necessary to consummate the transactions contemplated by this Agreement. Neither Agreement and to make all payments required to be made in connection therewith in an amount sufficient to enable Parent, Bidco and Merger Subs to pay in cash all amounts required to be paid by Parent, Bidco and Merger Subs in cash on the Closing Date including the payment of (i) the aggregate Cash Consideration in full in accordance with the terms of this Agreement (ii) the aggregate amount of obligations outstanding under the Credit Agreement at Closing to effect the payoff and termination of the Credit Agreement and (iii) any other amounts (including all payments, fees and expenses) required to be paid in connection with, related to or arising out of the consummation of the Mergers (collectively, the “Required Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respectAmount”). (bc) As Notwithstanding anything in this Agreement to the contrary, Parent, Bidco, and each Merger Sub acknowledge and agree that the receipt and availability of any funds or financing is not a condition to Closing under this Agreement nor is it a condition to Closing under this Agreement for Parent to obtain all or any portion of the date hereof, the Debt Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementfinancing.

Financing. (a) Buyer Parent has delivered to Seller (i) true, correct provided the Company true and complete copies of the (a) fully executed commitment letter, letters dated as of on or prior to the date hereofhereof (together with all exhibits, between The Laclede Groupannexes, Inc.schedules and term sheets attached thereto, ▇▇▇▇▇ Fargo Bankeach, National Associationan “Equity Funding Letter” and, and ▇▇▇▇▇ Fargo Securitiescollectively, LLC (the “Financing LetterEquity Funding Letters”), pursuant to which the counterparties thereto have committed) from each Guarantor providing for an equity investment in Parent, subject to the terms and conditions thereoftherein, to lend to Buyer in cash in the aggregate amounts set forth therein (the “Equity Financing”) and (iib) true fully executed commitment letters and correct Redacted Fee Letters dated on or prior to the date hereof (together with all exhibits, annexes, schedules and term sheets attached thereto, each a “Debt Commitment Letter” and, collectively, the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”), from the financial institutions identified therein (the “Commitment Parties”), providing, subject to the redactions noted terms and conditions therein) copies , for debt financing, in each case, in the amounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, collectively referred to as the “Financing”). Each of the executed fee letterFinancing Letters is valid, dated as of the date hereofbinding and, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the FinancingKnowledge of Parent, enforceable by Parent against the other parties thereto in accordance with its terms, subject to the Bankruptcy and Equity Exception. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, each of the Financing Letter Letters is in full force and effect and is the validrespective obligations and commitments therein have not been withdrawn, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent rescinded or other contingencies related to the funding of the full amount of the Financing, other than as set forth terminated or otherwise amended or modified in the Financing Letter and the Fee Letterany respect. As of the date hereof, no event has occurred or circumstance exists which, which (with or without notice, lapse of time time, or both, would or ) would reasonably be expected to constitute a breach in any material respect or default or breach on the part of BuyerParent or, or to the knowledge Knowledge of BuyerParent, any of the other party, parties thereto under the Financing Letter Letters or Fee Letterotherwise result in any portion of the Financing contemplated thereby, as applicable, to be unavailable or delayed. Subject to the satisfaction of the conditions contained in Section 7.01 and Section 7.03 hereof, as of the date hereof, Parent has no reason to believe that any of the conditions in any of the Financing Letters will not be satisfied or that any of portion of the Financing will not be made available thereunder on a timely basis in order to consummate the Transactions. As of the date hereof, Buyer reasonably believes none of the Guarantors or the Commitment Parties has notified Parent of its intention to terminate any of its obligations under the applicable Financing Letter or not to provide the applicable Financing. Assuming (A) the satisfaction of the conditions in Sections 7.01 and 7.03 hereof and (B) that the conditions Financing is funded in accordance with the terms of the Financing Letters, the net proceeds contemplated by the Financing Letters (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Debt Commitment Letter), will be sufficient to pay the Merger Consideration, the refinancing of any credit facility or other Indebtedness of the Company or any Company Subsidiary that will not continue after the Effective Time, the payment of any fees and expenses of or payable by Parent, and any other amounts required to be paid by Parent in connection with the consummation of the Transactions. Parent has paid in full any and all commitment or other fees required by the Financing Letters that are due as of the date hereof, and will pay, after the date hereof, all such fees as they become due. There are no side letters or other Contracts, arrangements or understandings to which Parent, any Guarantor or any of their respective Affiliates is a party related to the Financing contemplated (other than as expressly contained in the Financing Letter Letters and delivered to the Fee Letter will be satisfied, at or Company prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any date of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement) that would permit the Commitment Parties to reduce the total amount of the Financing, or that would affect the availability or conditionality of the Financing in any material respect.

Financing. (a) Buyer Purchaser has delivered to Seller (i) true, correct a true and complete copies copy of the an executed commitment letterletter dated February 20, dated 2009 (as of the date hereofsame may be amended and replaced in accordance with Section 5.14, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Debt Commitment Letter”), pursuant to which the counterparties lender parties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (for the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies purpose of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate funding the transactions contemplated by this Agreement. Neither Agreement (the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect“Debt Financing”). (b) As of the date hereof, the Financing Debt Commitment Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. The Debt Commitment Letter, in the form so delivered, is the valida legal, valid and binding and enforceable obligation of The Laclede Group, Inc. Purchaser and, to the knowledge of BuyerPurchaser, the other parties to the Financing Letterthereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as set forth in or contemplated by the Financing Letter and the Fee Debt Commitment Letter. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, Purchaser under any term or to condition of the knowledge of Buyer, any other party, under the Financing Letter or Fee Debt Commitment Letter. As of the date of this Agreement, subject to the satisfaction of the conditions contained in Section 8.01 and Section 8.03 (other than the condition set forth in Section 8.03(d)), Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Commitment Letter. Purchaser has fully paid any and all commitment fees that have been incurred and are due and payable as of the date of this Agreement in connection with the Debt Commitment Letter. (c) As of the date hereof, Buyer reasonably believes that Purchaser has no contracts, agreements, commitments, arrangements or understandings with any Person concerning any equity or debt contributions to be made to Purchaser to all or any part of the conditions to the Financing contemplated Purchase Price other than as set forth in the Financing Debt Commitment Letter or those that would not materially and adversely affect Purchaser’s ability to perform its obligations under this Agreement, nor any contracts, agreements, commitments, arrangements or understandings with any Person concerning the Fee Letter will be satisfied, at ownership and operation of Purchaser or prior the Business other than those that would not adversely affect Purchaser’s ability to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with perform its covenants contained in obligations under this Agreement.

Financing. (a) Buyer Purchaser has delivered to Seller (i) true, correct received and complete copies of the accepted an executed commitment letterletter dated July 15, dated 2017, a copy of which is attached hereto as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC Exhibit H (the “Financing Commitment Letter”), from the debt financing sources named therein (collectively, the “Lenders”), pursuant to which the counterparties thereto Lenders have committedcommitted to provide, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth full amount of the debt financing described therein (the “Financing”) and (ii) true and correct (subject ). Purchaser also has delivered to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇▇ Fargo Bankan accurate and complete copy of the fee letters related to the Commitment Letter (collectively, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee LetterLetters”) related ), subject to redaction of fee amounts and other customary commercial terms (relating to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have terms not been withdrawn or rescinded in any respectaffecting conditionality). (b) As Except as expressly set forth in the Commitment Letter, there are no conditions precedent to the obligations of the date hereof, Lenders to provide the Financing Letter is in full force and effect and is or any contingencies that would permit the valid, binding and enforceable obligation Lenders to reduce the total amount of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing LetterFinancing. There are no conditions precedent side letters or other contingencies related agreements, Contracts or arrangements (except, in the case of the Financing, for the Fee Letters and customary engagement letters in respect of securities offerings contemplated in lieu of the Financing) relating to the funding or investing, as applicable, of the full amount of the Financing. (c) The Financing, when funded in accordance with the Commitment Letter, will provide Purchaser with cash proceeds on the Closing Date in an amount sufficient, along with other than sources provided by Purchaser, to consummate the Transactions on the terms contemplated hereby, including the payment of the Purchase Price, and to pay related fees and expenses. To the Knowledge of Purchaser, there is no fact or occurrence as set forth in the Financing Letter and the Fee Letter. As of the date hereofof this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Closing, and Purchaser reasonably believes that it will be able to satisfy on a timely basis any term or condition of the Closing to be satisfied by it contained in the Commitment Letter. (d) The Commitment Letter is valid and binding on, and enforceable against, Purchaser and, to the Knowledge of Purchaser, each other party thereto, in accordance with its terms, is in full force and effect, and no event has occurred or circumstance exists whichthat, with or without notice, notice or the lapse of time or both, would or would reasonably be expected to constitute a default (i) make any of the assumptions or breach on any of the part of Buyer, or to statements set forth in the knowledge of Buyer, any other party, under the Financing Commitment Letter or Fee Letter. As of Letters inaccurate to the date hereof, Buyer reasonably believes extent that the they are conditions to the Financing, (ii) result in any of the terms or conditions in the Commitment Letter or Fee Letters that are conditions to the funding of the Financing contemplated not being satisfied, (iii) cause the Commitment Letter or Fee Letters to be ineffective or (iv) otherwise result in the Financing not being available on a timely basis in order to consummate the Transactions. The Commitment Letter and the Fee Letter will be satisfiedhas not been amended, at restated or otherwise modified or waived on or prior to the time contemplated hereunder for date of this Agreement and the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants respective commitments contained in the Commitment Letter have not been withdrawn, modified or rescinded on or prior to the date of this Agreement. Purchaser has paid in full any and all commitment fees or other fees or expenses required to be paid pursuant to the terms of the Commitment Letter on or before the date of this Agreement. (e) In no event will the receipt or availability of any funds or financing by Purchaser or any other financing or other transactions be a condition to any of Purchaser’s obligations under this Agreement.

Financing. (a) Buyer At Closing, the Purchaser will have sufficient funds to consummate the transactions contemplated by this Agreement, and Parent and the Purchaser will have obtained all Consents and amendments to agreements related to any material amount of Indebtedness required to ensure that the consummation of the transactions contemplated by this Agreement does not and will not result in a conflict, breach or event of default thereunder or shall have repaid all obligations thereunder and terminated such agreements. (b) The Purchaser has delivered to the Seller (i) true, correct a true and complete copies copy of the executed commitment letter, dated as of the date hereof, between The Laclede GroupBank of America, Inc., ▇▇▇▇▇ Fargo Bank, National Association, N.A. and ▇▇▇▇▇ Fargo Securities, LLC the Purchaser (the “Financing Debt Commitment Letter”), pursuant to which the counterparties lender party thereto have committedhas agreed, upon the terms and subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject ). The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the redactions noted therein) copies date of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified , and the commitments contained in the Financing Debt Commitment Letter have not been withdrawn withdrawn, modified or rescinded in any respect. (b) As of respect prior to the date hereof, the Financing of this Agreement. The Debt Commitment Letter is in full force and effect and is constitutes the validlegal, valid and binding and enforceable obligation of The Laclede Group, Inc. each of the Purchaser and, to the knowledge of BuyerParent’s Knowledge, the other parties to the Financing Letterthereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Debt Commitment Letter, and there are no side letters or other contracts or arrangements (oral or written) related to the Financing other than the Debt Commitment Letter and the Fee related fee letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing and Parent’s other cash, will, in the aggregate, be sufficient for the satisfaction of all of the Purchaser’s obligations under this Agreement, including (a) the payment of the Cash Consideration and any other amounts required to be paid pursuant to Articles II and III, and (b) the payment of all fees and expenses and other payment obligations required to be paid or satisfied by the Purchaser in connection with the transactions contemplated by this Agreement and the Financing, including any repayment or refinancing of Indebtedness of Parent or Purchaser as a result of the consummation of the transactions contemplated by this Agreement. As of the date hereofof this Agreement, (i) no event has occurred which would constitute a breach or circumstance exists which, default (or an event which with notice or without notice, lapse of time or both, both would or would reasonably be expected to constitute a default or breach default), in each case, on the part of Buyerthe Purchaser under the Debt Commitment Letter or, or to the knowledge of BuyerParent’s Knowledge, any other partyparty to the Debt Commitment Letter, under and (ii) neither Parent nor Purchaser has any reason to believe that any of the conditions to the Financing Letter will not be satisfied or Fee Letterthat the Financing or any other funds necessary for the satisfaction of all of the Purchaser’s obligations under this Agreement will not be available to the Purchaser at the Closing. As of the date hereofof this Agreement, Buyer reasonably believes neither Parent nor Purchaser is aware of any fact or occurrence that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether makes any of Seller’s the assumptions, or the representations or warranties are true of the Purchaser or correct Parent in the Debt Commitment Letter inaccurate in any material respect. The Purchaser has fully paid all commitment fees or whether Seller has complied with its covenants contained in other fees required to be paid as of the date of this AgreementAgreement pursuant to the Debt Commitment Letter.

Financing. (a) Buyer has delivered Notwithstanding anything contained in this Agreement to Seller the contrary, Buyers acknowledge and agree that Buyers’ obligations hereunder are not conditioned in any manner upon Buyers obtaining any financing. The failure, for any reason, of Buyers to deliver sufficient funds to pay the Holdco Closing Consideration or the Operating Entity Closing Consideration on the Closing Date shall constitute a willful and material breach of this Agreement. In addition, for the avoidance of doubt, Buyers acknowledge and agree that the existence of any conditions contained in the Debt Commitment Letters or the Debt Financing shall not constitute, nor be construed to constitute, a condition to the consummation of the transactions contemplated hereby. (b) Buyers shall use their commercially reasonable efforts to (i) truearrange the Debt Financing on the terms and conditions described in the Debt Commitment Letters, (ii) enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (on terms no less favorable to the applicable Buyer), which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Closing, and (iii) consummate the Debt Financing no later than the Closing (it being understood that any bridge facility described in the Debt Commitment Letters may be terminated or reduced in accordance with the terms of the applicable Debt Commitment Letter) provided that (x) the Buyers will not, and will not permit their Affiliates to, consummate any debt or equity financing that reduces or terminates the bridge facility commitments prior to the Closing Date unless the proceeds thereof are held in the form of cash or temporary cash investments by the relevant Buyer until the Closing Date and (y) Holdco Buyer will not without Sellers consent permit the bridge facility commitment under the Debt Commitment Letter to be terminated because it has been reduced to $300 million unless Holdco Buyer delivers evidence to the Company that it has obtained substitute financing in an amount sufficient to permit Holdco Buyer to consummate the Transactions contemplated hereby. In the event that any portion of the Debt Financing becomes unavailable in the manner or from the sources contemplated in the Debt Commitment Letters, (A) Buyers shall promptly notify the Sellers and (B) Buyers shall use their commercially reasonable efforts to arrange to obtain any such portion from alternative sources, on terms that are not materially less favorable from the standpoint of Buyers than the terms set forth in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the first or second sentence of this Section (b) being referred to as the “Financing Agreements”). Buyers shall (x) furnish to the Company complete, correct and complete executed copies of the executed Financing Agreements promptly upon their execution, (y) give the Company prompt notice of any material breach by any party of any of the Debt Commitment Letters, any alternative financing commitment letteror the Financing Agreements of which Buyers become aware or any termination thereof and (z) otherwise keep the Company reasonably informed of the status of Buyers’ efforts to arrange the Debt Financing (or any replacement thereof). (c) The Company shall, dated at the sole cost of Buyers, use its commercially reasonable efforts to, and shall cause its Subsidiaries and their respective Representatives to use their commercially reasonable efforts to, provide all cooperation in connection with the arrangement of such Debt Financing and any related financings described in the Debt Commitment Letters (the “Related Financings”) as may be reasonably requested by Buyers (provided that such requested cooperation does not unreasonably interfere with the business of the Company), including using commercially reasonable efforts to (i) participate in meetings, due diligence sessions, presentations, and sessions with rating agencies, (ii) assist with the preparation of materials for rating agency presentations, registration statements, confidential information memoranda and similar documents required in connection with the Debt Financing or Related Financings, (iii) furnish Buyers and the Financing Sources with financial and other pertinent information regarding the Company and its Subsidiaries including the Required Information, (iv) obtain customary accountant’s comfort letters and consents from the Company’s independent auditors with respect to the Required Information; and (v) assist with the preparation of any pledge and security documents or other definitive financing documents and facilitating the pledging of collateral as may be reasonably requested by a Buyer, provided that no obligation or pledge of the Company or its Subsidiaries under any such document or agreement shall be effective until the Closing. (d) Each Buyer shall indemnify, severally but not jointly, and hold harmless Sellers and each of their respective directors, officers, managers, employees, stockholders, representatives and Affiliates, from and against any and all Losses suffered or incurred by them in connection with such Buyer’s arrangement of its portion of the Financing, any cooperation provided pursuant to this Section 6.19 and any information utilized in connection therewith, except in the event such Losses arose out of or result from the gross negligence, fraud, willful misconduct or intentional misrepresentation of any Seller, any Company Entity or any such directors, officers, managers, employees, stockholders, representatives and Affiliates. (e) Within fifteen (15) Business Days of the date hereof, between Buyers shall provide to the Sellers written notice of any Debt Obligations of the Company Entities that Buyers plan to repay in full at the Closing (which shall include any Interim Debt Obligations). The Laclede GroupCompany shall, Inc.at the sole cost of Buyers, ▇▇▇▇▇ Fargo Bank, National Associationuse its commercially reasonable efforts to, and ▇▇▇▇▇ Fargo Securitiesshall cause its Subsidiaries and their respective Representatives to use their commercially reasonable efforts to, LLC provide commercially reasonable cooperation in connection with the repayment of such Debt Obligations. Buyers’ acknowledge and agree that their obligations hereunder are not conditioned in any manner upon the Company obtaining consent under any Contract with respect to a Debt Obligation. For the avoidance of doubt Buyer shall bear (i) the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) cost of obtaining any consents under Debt Obligations and (ii) true any prepayment and correct (subject to the redactions noted therein) copies other related fees and expenses in connection with prepayment of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions Debt Obligations contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respecthereby. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement.

Financing. (a) Buyer has delivered to Seller (i) true, correct Attached hereto as Exhibit A is a true and complete copies copy of the executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC Financing Commitment (the “Financing LetterCommitment”), pursuant to which the counterparties Sponsor thereto have has committed, subject to the terms and conditions thereofset forth therein, to lend to Buyer invest the amounts set forth therein to purchase Equity Interests of Onyx and to provide debt financing to Onyx and its Designated Affiliates (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing). At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the The Financing Letter or Fee Letter Commitment has not been amended or modified prior to the date of this Separation Agreement, no such amendment or modification is contemplated, and the commitments commitment contained in the Financing Letter have Commitment has not been withdrawn or rescinded in any respect. (b) As of the date hereof, the . The Financing Letter Commitment is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letterthereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in or contemplated by the Financing Letter and the Fee LetterCommitment. As of the date hereof, no No event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, Onyx or to the knowledge of Buyer, any other party, its Designated Affiliates under the Financing Letter or Fee Letter. As Commitment, and Onyx has no reason to believe that any of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in by the Financing Letter Commitment will not be satisfied or that the Financing will not be made available to Onyx on the Closing Date. Onyx and its Designated Affiliates will have at and after the Fee Letter will Closing funds sufficient to pay the aggregate Retained Business Price and any other amounts required to be satisfiedpaid in connection with the consummation of the transactions contemplated hereby, at or prior and to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementpay all related fees and expenses.

Financing. (a) Buyer has delivered to Seller Assuming (i) truethe Financing is fully funded in accordance with the Debt Commitment Letter, correct and complete copies of the executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies satisfaction of the executed fee letterconditions set forth in Section 6.1 and Section 6.3, dated as of the date hereofBuyer has, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the or will have at Closing, Buyer will have directly or through one or more Affiliates, sufficient funds to enable it permit the Buyer to consummate the transactions contemplated by this Agreement, and to pay all related fees and expenses, on the Closing Date. (b) The Buyer has provided the Seller with a true and complete copy of the executed Debt Commitment Letter and any related fee letters (redacted as to economic terms and other commercially sensitive numbers and provisions specified in any such fee letter (including any provisions relating to “flex” terms or similar concepts)). Neither the Financing Letter or Fee The Debt Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement. Neither the Buyer nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the transactions contemplated by this Agreement that could affect the availability of the Financing on the Closing Date, other than as described in the Debt Commitment Letter and the fee letters and engagement letters related to the Debt Commitment Letter. As of the date of this Agreement, the commitments contained in the Financing Debt Commitment Letter have not been withdrawn or rescinded in any respect. (b) . As of the date hereofof this Agreement, the Financing Debt Commitment Letter is in full force and effect and is the represents a valid, binding and enforceable obligation of the Buyer and to the Knowledge of the Buyer, each other party thereto, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered. The Laclede GroupBuyer has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Financing. As of the date of this Agreement, Inc. andassuming the accuracy of the representations and warranties set forth in Article III such that the condition set forth in Section 6.3(a) is satisfied, no event has occurred which, with or without notice, lapse of time or both, would reasonably constitute a breach or default on the part of the Buyer or, to the knowledge Knowledge of the Buyer, any other party thereto under the Debt Commitment Letter. As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.3 of this Agreement, the Buyer has no reason to believe that it or any other parties party thereto will be unable to satisfy on a timely basis its obligations under the Financing Debt Commitment Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as those expressly set forth in the Financing Letter and the Fee Debt Commitment Letter. As Assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.3 of this Agreement as of the date hereofof this Agreement, the Buyer has no event has occurred reason to believe that (i) any of the conditions set forth in the Debt Commitment Letter will not be satisfied or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably (ii) the Financing will not be expected made available to constitute a default or breach the Buyer on the part of Buyer, or Closing Date. Notwithstanding anything to the knowledge contrary contained herein, the Buyer acknowledges and agrees that its obligations to consummate the transactions contemplated hereby are not contingent upon the receipt or availability of Buyer, any other party, the debt financing under the Financing Debt Commitment Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementotherwise.

Financing. Parent has delivered to the Company (a) Buyer has delivered to Seller (i) true, correct a true and complete copies copy of the executed commitment letterFacility Agreement, dated as of the date hereofApril 20, 2011, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, Parent and ▇▇▇▇▇ Fargo Securities, LLC China Development Bank Corporation Hong Kong Branch (the “Financing Letter”"Facility Agreement"), pursuant to which the counterparties thereto have committedChina Development Bank Corporation Hong Kong Branch has agreed, subject to the terms and conditions thereofset forth therein, to lend provide or cause to Buyer be provided the debt amounts set forth therein (for the “Financing”) and (ii) true and correct (subject to purposes of financing the redactions noted therein) copies consummation of the executed fee letter, dated as of Merger and the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the other transactions contemplated by this Agreement and related fees and expenses (the "Financing") and (b) the executed Rollover Agreement. Neither the Financing Letter or Fee Letter The Facility Agreement has not been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated and none of the commitments contained in the Financing Letter Facility Agreement have not been withdrawn withdrawn, terminated or rescinded in any respect. (b) . As of the date hereofof this Agreement, the Financing Letter Facility Agreement is in full force and effect and is the validlegal, valid and binding obligations of Parent and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letterthereto. As of the date hereofof this Agreement there are no side letters or other agreements, no contracts or arrangements related to the funding or investment, as applicable, of the Financing other than as expressly set forth in the Facility Agreement delivered to the Company prior to the date of this Agreement. Parent has fully paid any and all commitment fees or other fees in connection with the Facility Agreement that are payable on or prior to the date of this Agreement. The net proceeds contemplated by the Financing (less any amounts of the Financing to be used by Parent to repay any outstanding debt of the Company) will be sufficient for Merger Sub and the Surviving Corporation to fund and pay, as applicable, on the Effective Date (i) the Exchange Fund and (ii) any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement upon the terms contemplated hereby and all related fees and expenses associated therewith. As of the date of this Agreement, Parent and Merger Sub do not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub at the Effective Time or that the Financing (less any amount of the Financing to be used by Parent to repay any outstanding debt of the Company) will not be sufficient for Merger Sub and the Surviving Corporation fund and to pay, as applicable, on the Effective Date (A) the Exchange Fund and (B) any other amounts required in connection with the consummation of the transactions contemplated by the agreement upon the terms contemplated hereby and all related fees and expenses associated therewith. The Facility Agreement contains all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to Parent on the terms therein. The parties hereto agree that it shall not be a condition to Closing for Parent or Merger Sub to obtain the Financing. No event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerParent or Merger Sub or, or to the knowledge of BuyerParent, any other partyparties thereto, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Facility Agreement.

Financing. (a) Buyer Acquiror has delivered to Company and Seller (i) true, correct true and complete copies of the executed commitment letter, dated Commitment Letters in effect as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Associationof this Agreement, and ▇▇▇▇▇ Fargo Securities, LLC each fee letter associated with the Debt Financing (the a “Debt Financing Fee Letter”), pursuant to which the counterparties thereto have committed, subject to ) that contain any terms regarding the terms and conditions thereof, to lend to Buyer the amounts set forth therein funding or “market flex” provisions or other similar provisions (the “Financing”) with all economic and (ii) true and correct (subject to the redactions noted therein) copies non-conditionality terms being redacted). The Equity Financing Commitment Letter provides that Seller is a third party beneficiary of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, equity commitments and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financingother terms contained therein. At the Closing, Buyer will The Commitment Letters have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter not been withdrawn or Fee Letter has been amended or modified rescinded and the respective commitments contained in the Financing Letter Commitment Letters have not been withdrawn or rescinded in any respect. (b) . As of the date hereofof this Agreement, Acquiror has not entered into any Contract or other arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Commitment Letters and any executed Debt Financing Fee Letter. Subject to the terms and conditions of the Commitment Letters and this Agreement and assuming that all of Company’s and Seller’s representations and warranties in this Agreement are true and correct, the aggregate proceeds of the Financing Letter is (including after giving effect to the exercise of any or all “market flex” provisions related thereto) will be sufficient to consummate the transactions contemplated by this Agreement, including the making of the Closing Date Payment on the Closing Date and any fees and expenses otherwise payable by Acquiror. Assuming the due authorization, execution and delivery of the other parties thereto, the Commitment Letters are in full force and effect and is the represent a valid, binding and enforceable obligation of The Laclede Groupthe financing sources named therein to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions set forth therein; except as the enforceability thereof may be limited by (i) bankruptcy, Inc. andinsolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding at law or in equity). Acquiror has fully paid (or caused to be paid) any and all fees and other amounts that are required by the Financing Commitments and are due and payable on or prior to the date of this Agreement in connection with the Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Acquiror or, to the knowledge of BuyerAcquiror, any other party thereto under any of the other parties to the Financing LetterCommitment Letters. There are no contractual conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as the conditions set forth in the Commitment Letters or any executed Debt Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement.

Financing. (a) Buyer Acquiror has delivered to Seller (i) true, correct received and complete copies of the executed commitment letterletters dated February 23, dated 2001 from Credit Suisse First Boston ("CSFB") and DLJ Investment Funding, Inc. ("DLJ") as of amended on May 31, 2001 (collectively, the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”"Commitment Letters"), pursuant to which the counterparties thereto CSFB and DLJ have committed, subject to the terms and conditions set forth therein, to provide to the Company the amount of financing set forth in the Commitment Letters (the "Commitment Letter Financing"), to complete the transactions contemplated hereby and for working capital and general corporate purposes following the Effective Time. A true and complete copy of each of the Commitment Letters is attached hereto as Exhibit C. --------- The Commitment Letters have not been amended or modified since the amendments of May 31, 2001. Acquiror has fully paid any and all commitment fees or other fees required by such Commitment Letters to be paid as of the date hereof (and will duly pay any such fees after the date hereof). The Commitment Letters are valid and in full force and effect and no event has occurred which (with or without notice, lapse of time or both) would constitute a default thereunder on the part of Holding or Acquiror. (b) Acquiror has entered into a purchase agreement, dated as of May 31, 2001 (the "Note Purchase Agreement") with a group of initial purchasers, including CSFB, providing for Acquiror to issue and sell, and such initial purchasers to purchase, $229,000,000 aggregate principal amount of 11 1/4% Senior Subordinated Notes due 2011 of Acquiror (the "Acquiror Senior Subordinated Notes"), subject to the terms and conditions set forth in the Note Purchase Agreement (the "Purchase Agreement Financing" and, together with the Commitment Letter Financing, the "Financing"). The proceeds of the Acquiror Senior Subordinated Notes are referred to herein as the "Senior Subordinated Notes Proceeds." A true and complete copy of the Note Purchase Agreement is attached hereto as Exhibit D. Acquiror has fully paid all commitment fees or --------- other fees required by the Note Purchase Agreement to be paid as of the date hereof (and will duly pay any such fees after the date hereof). The Note Purchase Agreement is valid and in full force and effect and no event of default has occurred which (with or without notice, lapse of time or both) would constitute a default thereunder on the part of Acquiror (other than any matter relating to the Company or any of its Subsidiaries). (c) The Commitment Letters have been obtained and the Note Purchase Agreement has been entered into, subject to the terms and conditions thereof, to lend to Buyer pay in part the amounts set forth therein (the “Financing”) and (ii) true and correct (subject aggregate Merger Consideration pursuant to the redactions noted therein) copies Merger, to refinance in part any indebtedness of the executed fee letter, dated Company and its Subsidiaries that will become due as a result of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement, to pay all related fees and expenses, and to provide additional financing for future working capital and general corporate needs of the Company and its Subsidiaries. Neither The obligations to fund the Financing Letter or Fee Letter has been amended or modified commitments under the Commitment Letters and the commitments contained in the Financing Letter have Note Purchase Agreement are not been withdrawn or rescinded in subject to any respect. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter Commitment Letters and the Fee LetterNote Purchase Agreement, respectively. As It is the good faith belief of Holding and Acquiror, as of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse that the Financing will be obtained. Each of time or both, would or would reasonably Holding and Acquiror will use its reasonable best efforts to cause the Financing to be expected to constitute a default or breach completed on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated terms set forth in the Financing Letter Commitment Letters and the Fee Letter Note Purchase Agreement. (d) The Financing, together with the other funds available to Acquiror, will be satisfied, at or prior provide sufficient funds to consummate the time Merger and the other transactions contemplated hereunder for hereby on the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained terms set forth in this Agreement. (e) Immediately after the consummation of the Merger, the Surviving Corporation (i) will not be insolvent, (ii) will not be left with unreasonably small capital, and (iii) will not have debts beyond its ability to pay such debts as they mature.

Financing. (a) Buyer Parent has delivered to Seller (i) the Company true, correct accurate and complete copies of (i) the executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC hereof (the “Financing Commitment Letter”), pursuant to which among Parent, the counterparties Financing Parties party thereto have committed, subject to and the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) other parties party thereto and (ii) true and correct the Fee Letter (subject to as defined in the redactions noted thereinCommitment Letter) copies of (together with the executed fee letterCommitment Letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee LetterFinancing Letters”) related to the Financing. At the Closing), Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter which has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) Customarily Redacted. As of the date hereofof this Agreement, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation Parent has no Knowledge of The Laclede Group, Inc. and, any event or circumstance that would lead it to the knowledge of Buyer, the other parties reasonably believe that it will not be able to the Financing Letter. There are no conditions precedent or other contingencies related satisfy on a timely basis any condition to the funding of the full amount financing contemplated by of the Financing, other than as set forth in the Financing Letter and the Fee Commitment Letter. As of the date hereofof this Agreement, the Financing Letters are (A) valid, binding and enforceable obligations of Parent and (B) to the Knowledge of Parent, valid, binding and enforceable obligations of each other party thereto, in the case of each of clauses (A) and (B), except as may be limited by the Enforceability Limitations. As of the date of this Agreement, to the Knowledge of Parent, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default or breach on the part of Buyer, or any party to the knowledge Financing Letters or otherwise result in any portion of Buyer, any other party, under the Financing contemplated thereby to be unavailable or delayed. (b) The proceeds of the Financing contemplated by the Commitment Letter or Fee Letter. As as in effect as of the date hereofof this Agreement, Buyer reasonably believes that the conditions to when funded in accordance with the Financing Letters, and taken together with unrestricted cash and other available sources of funds of Parent, shall provide sufficient funds for Parent to (i) make all cash payments contemplated to be made by it under this Agreement in connection with the Financing Letter Merger and the Fee Letter will other Transactions on the Closing Date (including the repayment or prepayment of the principal and accrued and unpaid interest and expenses under the Company Credit Agreement), and (ii) to pay all fees, expenses and other amounts required by this Agreement to be satisfied, at paid by it on or prior to the time contemplated hereunder for Closing Date in connection with the ClosingMerger and the other Transactions (such amount, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementthe “Required Amount”).

Financing. (a) Buyer has delivered to Seller (i) true, correct and complete Attached as Schedule 5.05 are copies of the executed commitment letterletters dated June 17, dated as 2005 from Bank of the date hereofAmerica, between The Laclede GroupN.A., Inc.Banc of America Securities LLC, Bank of America Bridge LLC and ▇▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇▇▇ Fargo SecuritiesSenior Funding, LLC Inc., which Buyer and MergerCo have delivered to the Company and the Stockholders’ Representative (the “Financing LetterCommitments”). The cash proceeds of the Financing Commitments plus cash equivalents of Buyer and its Subsidiaries shall be used to make the payments required by Article 2 and all other amounts to be paid by Buyer, pursuant MergerCo or the Surviving Corporation hereunder, including the repayment of the Senior Credit Agreement, the consummation of the Debt Offer and the Consent Solicitation (or, if required by the Buyer, the Discharge/Defeasance) and the Tender Offer and the payment of all Transaction Expenses, and to which the counterparties thereto have committed, subject provide working capital to the terms Surviving Corporation. Each of the Financing Commitments, in the form so delivered, is a legal, valid and conditions thereofbinding obligation of Buyer and, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies Buyer’s knowledge, each of the executed fee letter, dated as other parties thereto. Each of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter Commitments is in full force and effect and is has not been amended or modified in any respect, except for such amendments or modifications that would not reasonably be expected to prevent, materially impede or materially delay the valid, binding consummation by Buyer or MergerCo of the transactions contemplated hereby and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, under the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee LetterTransaction Agreements. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer or MergerCo, and to Buyer, or to ’s and MergerCo’s knowledge as of the knowledge of Buyerdate hereof, any other partyparties thereto, under the Financing Letter or Fee LetterCommitments. As of the date hereof, Buyer reasonably believes and MergerCo have no reason to believe that the conditions to the Financing contemplated any term or condition of closing contained in the Financing Letter Commitments should not reasonably be expected to be satisfied on a timely basis after the date hereof. Subject to their terms and conditions, the financing contemplated by the Financing Commitments (the “Financing”), when funded in accordance with the Financing Commitments, will provide Buyer, MergerCo and the Fee Letter will be satisfiedSurviving Corporation with financing at the Effective Time sufficient to repay the Senior Credit Agreement, at or prior to consummate the time Debt Offer and the Consent Solicitation (or, if required by the Buyer, the Discharge/Defeasance), the Tender Offer, the payment of all Transaction Expenses and the Merger upon the terms contemplated hereunder for by this Agreement and the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Escrow Agreement.

Financing. (a) Buyer has delivered to Seller (iAttached as Section 4.24(a) of the Mars Disclosure Schedule is a true, correct accurate and complete copies copy of the a fully executed debt commitment letter, dated as of related term sheets and the date hereofexhibits attached thereto (collectively, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Commitment Letter”), pursuant to which the counterparties thereto have committedwhich, and subject to the terms and conditions thereof, certain lenders have committed to lend to Buyer provide Holdco with loans in the amounts set forth therein described therein, the proceeds of which are to be used to consummate the Mergers and the other transactions contemplated hereby (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect). (b) As The Commitment Letter in the form so delivered, is a legal, valid and binding obligation of the date hereofHoldco, Mars and, to Mars’ knowledge, the Financing other parties thereto, subject to the Bankruptcy and Equity Exception. The Commitment Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. None of Mars, Holdco or the Merger Subs is the valid, binding and enforceable obligation in breach of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding any of the full amount of the Financing, other than as terms or conditions set forth in the Financing Letter therein and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would could reasonably be expected to constitute a default breach or breach failure to satisfy a condition precedent set forth therein. Mars, Holdco and the Merger Subs have paid any and all commitment or other fees required by the Commitment Letter that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no side letters or other agreements, arrangements or understandings relating to the Financing to which Mars, Holdco, the Merger Subs, or any of their affiliates is a party. Subject to its terms and conditions, the Financing, when funded in accordance with the Commitment Letter, shall together with Mars’ funds on hand and Galaxy’s funds on hand provide Holdco with acquisition financing on the part Closing Date sufficient to pay the Aggregate Cash Consideration and the Option and Stock-Based Consideration (and any fees and expenses of Buyeror payable by Mars, Holdco, the Merger Subs or the Surviving Corporations) and all of its obligations hereunder. None of Mars, Holdco or the Merger Subs require any additional funding or financing to satisfy its obligations hereunder. The obligations of the lenders or purchasers under the Commitment Letter to make the Financing available to Mars, Holdco and the Merger Subs pursuant to the knowledge terms of Buyer, the Commitment Letter are not subject to any conditions other party, under than those set forth in the Financing Letter or Fee Commitment Letter. As of the date hereofof this Agreement, Buyer reasonably believes Mars (i) is not aware of any fact or occurrence that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether makes any of Seller’s the representations or warranties are true of Mars, Holdco or correct the Merger Subs in the Commitment Letter inaccurate in any material respect, (ii) has no reason to believe that it will be unable to satisfy on a timely basis any term or whether Seller has complied with condition of the Closing to be satisfied by it or its covenants affiliates contained in this Agreementthe Commitment Letter and (iii) has no reason to believe that any portion of the Financing required to consummate the transactions contemplated hereby will not be made available to Mars, Holdco or the Merger Subs on the Closing Date. (c) In no event shall the receipt or availability of the Financing by Mars, Holdco, the Merger Subs or any of their respective affiliates or any other funds, financing or other transactions (other than those contemplated hereby) be a condition to any of the obligations of Mars, Holdco, or the Merger Subs hereunder.

Financing. As of the Closing Date, Assignee will have sufficient funds to consummate the transactions contemplated hereby and the Gaiam-FFL APA, to perform its obligations hereunder and thereunder (aincluding all payments to be made by Assignee in connection herewith and therewith) Buyer and to pay all expenses of Assignee related to this Agreement and the Gaiam-FFL APA and the transactions contemplated hereby and thereby. Concurrently with the execution of this Agreement, Assignee has delivered to Seller (i) true, correct Assignor a true and complete copies copy of an executed debt commitment letter (the executed commitment letter“Debt Commitment Letter”), and each fee letter and engagement letter associated therewith, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC from Israel Discount Bank (the “Financing LetterLender”), pursuant to which the counterparties thereto have committed, subject to ) providing the terms and conditions thereof, upon which the Lender has committed to lend to Buyer the amounts set forth therein provide $35,000,000 (the “FinancingDebt Financing Proceeds”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC senior debt financing (the “Fee LetterDebt Financing”) related ). The Debt Commitment Letter in the form so delivered is, as to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified Assignee and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereofother parties thereto, the Financing Letter is valid and in full force and effect effect, such commitment has not been withdrawn, terminated or otherwise amended or modified in any respect, and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event or circumstance has occurred or circumstance exists whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerAssignee under any term or condition of the Debt Commitment Letter. The Debt Commitment Letter (together with the fee letter referred to therein) constitutes the entire and complete agreement between the parties thereto with respect to the financing contemplated thereby, and, except as set forth, described or provided for in the Debt Commitment Letter, (i) there are no conditions precedent to the obligation of the Lender to provide the Debt Financing other than as set forth in the Debt Commitment Letter and (ii) there are no contractual contingencies or other provisions under any agreement (including any side letters) relating to the transactions contemplated by this Agreement or the Gaiam-FFL APA to which Assignee or any of its Affiliates is a party that would permit the Lender to reduce the total amount of the Debt Financing or impose any additional conditions precedent to the availability of the Debt Financing. Assignee has fully paid any and all commitment fees, if any, or other fees required by the Debt Commitment Letter to be paid as of the knowledge of Buyer, any other party, under the Financing Letter or Fee Letterdate hereof. As of the date hereof, Buyer reasonably believes Assignee has no reason to believe that any of the conditions to the Debt Financing will not be satisfied on a timely basis or that the funding contemplated in the Debt Financing Letter will not be made available to Assignee on a timely basis in order to consummate the transactions contemplated by this Agreement and the Fee Letter will Gaiam-FFL APA. The Debt Financing is sufficient to pay the Purchase Price (as defined in the Gaiam-FFL APA), all other amounts to be satisfiedpaid or repaid by Assignee under this Agreement and the Gaiam-FFL APA (whether payable on or after the closing of the transactions contemplated hereby or thereby), at or prior to and all of Assignee’s and its Affiliates’ fees and expenses associated with the time transactions contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementAgreement and the Gaiam-FFL APA in accordance with the terms hereof and thereof. The obligations of Assignee under this Agreement are not contingent on the availability of financing.

Financing. The Buyer has available, and on the Closing Date shall have available, sufficient funds, available lines of credit or other sources of immediately available funds to enable the Buyer to pay the Purchase Price and all Transaction Expenses payable by the Buyer pursuant hereto. (a) Schedule 4.06 of the Buyer has delivered to Seller (i) Disclosure Schedules sets forth true, correct accurate and complete copies of the an executed debt commitment letter, dated as of July 12, 2010 (as the date hereofsame may be amended or replaced in accordance with Section 5.06, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo the “Debt Provider Letter”) from JPMorgan Chase Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC N.A. (the “Financing LetterBuyer Debt Provider”), pursuant to which the counterparties thereto have committed, subject ) regarding debt funding available to the terms Buyer in the amount noted therein for the purpose of funding the Purchase Price and conditions thereof, to lend to all Transaction Expenses payable by the Buyer pursuant hereto and the amounts set forth therein Ancillary Documents (the “FinancingDebt Funding”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect). (b) The statements made in the Debt Provider Letter are true, correct, accurate and complete as of July 12, 2010, and have not been amended, modified or terminated in any respect. As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of unused availability under the Financing, other than as Buyer Debt Provider facility continues to be the amount of unused availability set forth in the Financing Debt Provider Letter and the Fee Letterin all material respects. As of the date hereof, no No event has occurred or circumstance exists whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyerthe Buyer or the Buyer Debt Provider under any term or condition of the Debt Provider Letter. The Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of the Closing to be satisfied by the Buyer contained in the Debt Provider Letter. The Debt Funding, plus other cash immediately available to the Buyer for purposes of the Transactions, is sufficient to pay the Purchase Price and all Transaction Expenses payable by the Buyer pursuant hereto, and to allow the Buyer to perform all of its other obligations under this Agreement and to consummate the Transactions, subject to the terms hereof. (c) Other than as set forth in the Debt Provider Letter, there are no contractual contingencies, side letters or similar arrangements under any agreement relating to the Transactions to which the Buyer or any of its Affiliates is a party that would permit the Buyer Debt Provider to reduce the total amount of the Debt Funding, or to impose any additional condition precedent to availability of the knowledge Debt Funding. The board of Buyer, any other party, directors of the Buyer has authorized the Buyer to draw on the funds available to the Buyer under the Financing Debt Provider Letter or Fee as necessary to enable the Buyer to pay the Purchase Price and any and all Transaction Expenses payable by the Buyer pursuant to this Agreement and the Ancillary Documents. The Buyer has received commitments from the Buyer Debt Provider that the Buyer is entitled to call in accordance with the Debt Provider Letter, in an amount sufficient to enable the Buyer to pay the Purchase Price and all Transaction Expenses payable by the Buyer pursuant to this Agreement and the Ancillary Documents. As The Buyer has provided all applicable notices under the Debt Provider Letter and taken all other actions required to be taken by it thereunder to draw on the requisite amount of the date hereof, Buyer reasonably believes that the conditions commitment to the Financing contemplated in Buyer of the Financing Letter Buyer Debt Provider, sufficient (when taken together with other sources of funds immediately available to the Buyer) to enable the Buyer to pay the Purchase Price and any and all Transaction Expenses payable by the Buyer pursuant to this Agreement and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementAncillary Documents.

Financing. (a) Buyer Parent has delivered to Seller (i) the Company a true, correct and complete copies copy of the an executed equity commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC letter (the “Financing Commitment Letter”), ) pursuant to which the counterparties thereto have Mr. Shuipan Lin has committed, subject to the terms and conditions thereofset forth therein, to lend to Buyer invest in Parent, the amounts cash amount set forth therein (the “Financing”) and (ii) true and correct (subject in order to the redactions noted therein) copies allow Parent to make such payment of a portion of the executed fee letter, dated aggregate Per Share Merger Consideration as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions are contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respectAgreement (“Equity Financing”). (b) As of the date hereof, the Commitment Letter has not been amended or modified, no such amendment or modification is contemplated (other than amendments or modifications that are permitted by Section 6.9), and the obligations and commitments contained in the Commitment Letter have not been withdrawn or rescinded in any respect. Assuming (i) the Equity Financing is funded in accordance with the Commitment Letter, (ii) the accuracy of the representations and warranties set forth in Section 4.2 are correct, and (iii) Parent and Merger Sub are obligated to close pursuant to Section 2.2, Parent and Merger Sub will have at and after the Closing funds sufficient to pay the aggregate Per Share Merger Consideration and any other amounts required to be paid in connection with the consummation of the Transactions contemplated by this Agreement upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The Commitment Letter is in full force and effect as of the date hereof and is the validconstitutes a legal, valid and binding and enforceable obligation of The Laclede GroupParent, Inc. and, to the knowledge of Buyer, Merger Sub and the other parties thereto (subject to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter Bankruptcy and the Fee LetterEquity Exception). As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerParent or Merger Sub or, or to the knowledge of BuyerParent, any other partyparties thereto, under the Financing Letter or Fee Commitment Letter. As of the date hereof, Buyer reasonably believes Parent and Merger Sub do not have any reason to believe that any of the conditions to the Equity Financing will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Closing. The Commitment Letter contains all of the conditions precedent (or, where applicable, refers to customary conditions precedent for a transaction of the nature contemplated by the Commitment Letter) to the obligations of Mr. Shuipan Lin thereunder to make the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, contracts or arrangements to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than as expressly set forth in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementCommitment Letter.

Financing. (a) Buyer Parent has delivered to Seller (i) the Company true, correct and complete copies of the executed commitment lettercopies, dated as of the date hereof, between The Laclede Groupof (i) executed commitment letters and Rollover Commitments (collectively, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing LetterBuyer Group Commitments”), pursuant to which certain Buyer Group Parties have agreed to provide equity financing to Parent and debt financing to a wholly owned subsidiary of Parent in connection with the counterparties thereto have committedMerger (collectively, the “Buyer Group Financing”), and (ii) executed debt commitment letters and related term sheets (the “Debt Commitment Letters” and together with the Buyer Group Commitments, the “Financing Commitments”), pursuant to which, and subject to the terms and conditions thereof, the lenders specified therein have committed to lend to Buyer provide Parent or the Surviving Corporation with loans in the amounts set forth described therein, the proceeds of which will be used as described therein to consummate the Merger and the other transactions contemplated hereby (the “Debt Financing” and together with the Buyer Group Financing, the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing). At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter is Commitments are in full force and effect and is have not been withdrawn or terminated or otherwise amended or modified in any respect. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof and, as of the date hereof, the Financing Commitments (or, if applicable, any New Financing Commitments entered into pursuant to Section 5.9) are the valid, binding and enforceable obligation obligations of The Laclede GroupParent and Merger Sub and any Buyer Group Party a party thereto, Inc. andas applicable, and to the knowledge Knowledge of BuyerParent, the other parties thereto. The Financing, subject to the Financing Letter. There are no terms and conditions precedent or other contingencies related to the funding of the full amount Financing Commitments, and cash on hand in the Company constitute all of the Financing, other than as set forth in financing required for the Financing Letter consummation of the Merger and the Fee Letterother transactions contemplated hereby, and are sufficient for the payment of the aggregate Merger Consideration and the aggregate Option Consideration. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse Parent does not have any reason to believe that any of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in will not be satisfied or that the Financing Letter and will not be available to Parent or Merger Sub on the Fee Letter will date of the Closing. The Financing Commitments contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to Parent on the terms therein. Notwithstanding anything in this Agreement to the contrary, the Debt Commitment Letters may be satisfied, superseded at the option of Parent or Merger Sub after the date of this Agreement but prior to the time contemplated hereunder for Effective Time by New Financing Commitments, subject to, and in accordance with Section 5.9. In such event, the Closing, except that no representation or warranty is being made term “Financing Commitments” as used herein shall be deemed to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained include the New Financing Commitments to the extent then in this Agreementeffect and the term “Financing” shall be deemed to be similarly modified.

Financing. At the Effective Time, Parent will have and will make available to Merger Subsidiary sufficient funds to consummate the transactions (a) Buyer including sufficient funds necessary to acquire all Shares of the Company pursuant to the Offer and the Top-Up Option, to repay all of the Company’s outstanding indebtedness, other than accrued trade debt which shall be assumed by the Surviving Company, and to pay all fees and expenses and other amounts related to the Merger, the Offer and other transactions contemplated by this Agreement). As of the date hereof, Parent has delivered to Seller (i) the Company true, correct and complete copies of the one or more executed commitment letterletters, dated including exhibits, schedules and amendments thereto (such letters collectively, the “Financing Letters”) from the financial institutions identified therein (the “Financing Sources”) with respect to one or more debt and/or equity financings in the amounts set forth therein for the purpose of funding the transactions contemplated by this Agreement (being collectively referred to as the “Financing”). As of the date hereof, none of the Financing Letters has been amended or modified, no such amendment or modification is contemplated, and the respective obligations and commitments contained in such letters have not been withdrawn, terminated, rescinded, amended or modified in any respect. As of the date hereof, Parent or Merger Subsidiary has fully paid any and all commitment fees or other fees in connection with the Financing Letters that were payable on or prior to the date hereof. Assuming the Financing is funded in accordance with the Financing Letter, as applicable, the net proceeds contemplated by the Financing Letters, will in the aggregate be sufficient for Merger Subsidiary and the Surviving Corporation, on and after the date of the Closing, (A) to acquire all of the Shares of the Company pursuant to the Offer and the Top-Up Option, (B) to repay all of the Company’s outstanding indebtedness other than accrued trade debt, which shall be assumed by the Surviving Company and (C) to pay all fees and expenses and other amounts related to the Merger, the Offer and other transactions contemplated by this Agreement. The Financing Letters are in full force and effect as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committedand, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject precedent and/or contingencies to the redactions noted therein) copies obligations of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter Letters to enter in to Financing Agreements, each constitutes a valid and binding obligation of Parent and Merger Subsidiary, and, to the Fee LetterKnowledge of Parent, each other party thereto, enforceable against such party in accordance with its terms. As To the Knowledge of Parent as of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a default or breach on the part of BuyerParent or Merger Subsidiary or, or to the knowledge Knowledge of BuyerParent, any other partyparty thereto, under (ii) to the Knowledge of Parent, a failure of any condition to the Financing Letter or Fee Letter(iii) to the Knowledge of Parent otherwise result in any portion of the Financing being unavailable on the date of the Closing. As of the date hereof, Buyer reasonably believes Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Subsidiary in the full contemplated amount thereof on the date of the Closing. There are no conditions precedent or contingencies to the obligations of the parties under the Financing Letters to make the full amount of the Financing available to Parent on the terms therein except as expressly set forth in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementLetters.

Financing. (a) Buyer has Buyers have delivered to Seller (i) true, correct true and complete copies copies, including all exhibits, schedules or amendments thereto, of the fully executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Debt Commitment Letter”), by the lenders party thereto (collectively, the “Lenders”), in favor of Silgan, pursuant to which the counterparties thereto have committedwhich, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (therein, the “Financing”) and (ii) true and correct (subject Lenders have committed to provide debt financing in the redactions noted aggregate amounts described therein) copies , the proceeds of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it which shall be used in part to consummate the transactions contemplated by this Agreement. Neither herein (the Financing Letter or “Debt Financing”) and any fee letters related thereto (the “Fee Letter has Letters”) (it being understood that such Fee Letters have been amended or modified redacted to omit the fee amounts and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respectflex provisions provided therein). (b) As of the date hereof, the Financing The Debt Commitment Letter is in full force and effect and is the valid, a valid and binding and enforceable obligation of The Laclede Groupthe parties thereto, Inc. andenforceable against the parties thereto in accordance with their terms, except to the knowledge extent that: (i) enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of Buyercreditors’ rights generally; and (ii) the availability of equitable remedies, the other parties including specific performance, is subject to the Financing discretion of the court before which any proceeding thereof may be brought. The aggregate proceeds contemplated to be provided by the Debt Commitment Letter, together with Silgan’s and Buyers’ cash on hand and funds available to Silgan and Buyers under their existing revolving credit facility, will be sufficient to consummate the transactions contemplated by this Agreement and to pay all of Silgan’s and Buyers’ related fees and expenses. The obligations of the Lenders to fund the commitments under the Debt Commitment Letter are not subject to any conditions other than as expressly set forth in the Debt Commitment Letter or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. There are no conditions precedent side letters, understandings or other contingencies related agreements, contracts or arrangements relating to the funding of the full amount of the Financing, Debt Financing other than as expressly set forth in or contemplated by the Financing Debt Commitment Letter or the Fee Letters. Silgan and Buyers have fully paid any and all commitment fees or other fees required to be paid pursuant to the terms of the Debt Commitment Letter and the Fee LetterLetters, to the extent the same are due and payable. As of the date hereofof this Agreement: (i) the Debt Commitment Letter has not been amended or modified, no such amendment or modification is contemplated, and the respective commitments have not been withdrawn, rescinded or terminated in any way; and (ii) no event has occurred or circumstance exists which, that (with or without notice, lapse of time or both, would or ) would reasonably be expected to constitute a breach, default or breach on the part of Buyer, or failure to the knowledge of Buyer, satisfy any other party, condition precedent to funding under the Financing Debt Commitment Letter by Silgan or Fee LetterBuyers. As of the date hereofof this Agreement, Buyer Buyers have no knowledge of any facts or circumstances that are reasonably believes that likely to result in: (i) any of the conditions to set forth in the Financing Debt Commitment Letter not being satisfied; or (ii) the funding contemplated in the Financing Debt Commitment Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is not being made as available to whether any of Seller’s representations Silgan or warranties are true or correct or whether Seller has complied with its covenants contained Buyers on a timely basis in order to consummate the transactions contemplated by this Agreement.

Financing. (a) Buyer has delivered to Seller (i) true, correct Attached hereto as Exhibit C is a true and complete copies copy of the an executed debt commitment letter, dated a redacted (as of to fees and certain other economic terms, but not as to conditionality) fee letter and related term sheets (as amended or otherwise modified, the date hereof, between The Laclede Group, Inc., “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association, WF Investment Holdings, LLC and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing LetterLenders”), ) pursuant to which the counterparties thereto have committedwhich, and subject to the terms and conditions thereofof which, the Lenders have committed to lend to Buyer provide Parent and/or Merger Sub with loans in the amounts set forth described therein (the “Financing”) ). The Debt Commitment Letter is a legal, valid and binding obligation of Parent or Merger Sub and, to Parent’s knowledge, the other parties thereto, enforceable in accordance with its terms (ii) true and correct (subject to except in all cases as such enforceability may be limited by the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the FinancingEnforceability Exceptions). At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Debt Commitment Letter is in full force and effect effect, and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect. As of the date hereof, (i) neither Parent nor Merger Sub is in breach of any of the validterms or conditions set forth in the Debt Commitment Letter, binding and enforceable obligation (ii) to Parent’s knowledge, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach, default or failure by Parent or Merger Sub to satisfy any condition precedent set forth therein. As of the date hereof, no Lender has notified Parent or Merger Sub of its intention to terminate the Debt Commitment Letter or not to provide the Financing. The Laclede Groupnet proceeds from the Financing, Inc. andtogether with cash on hand at the Parent, will be sufficient to consummate the Merger and the other transactions contemplated by this Agreement, including the payment by Parent and Merger Sub of the aggregate Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation, and any related repayment or refinancing of any Indebtedness of Company or any of its Subsidiaries, and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Parent or Merger Sub has paid in full any and all commitment or other fees required by the Debt Commitment Letter that are due as of the date hereof. Other than the Debt Commitment Letter, there are no side letters, understandings or other agreements or arrangements setting forth conditions precedent or other contingencies related to the knowledge funding of Buyer, the other parties to full amount of the Financing Letterto which Parent, Merger Sub or any of their respective Affiliates are a party. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingFinancing or the conditions precedent thereto, other than as explicitly set forth in the Financing Debt Commitment Letter and (the Fee Letter“Disclosed Conditions”). As of the date hereof, no event neither Parent nor Merger Sub has occurred or circumstance exists whichany legally binding obligation to accept any condition precedent to such funding other than the Disclosed Conditions, with or without notice, lapse of time or both, would or would reasonably be expected nor any reduction to constitute a default or breach the aggregate amount available under the Debt Commitment Letter on the part Closing Date (nor any term (including any flex or original issue discount term) or condition which would have the effect of Buyer, or to reducing the knowledge of Buyer, any other party, aggregate amount available under the Financing Debt Commitment Letter or Fee Letteron the Closing Date). As of the date hereof, Buyer reasonably believes neither Parent nor Merger Sub has any reason to believe that the it will be unable to satisfy on a timely basis any conditions to the Financing contemplated in funding of the full amount of the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except or that no representation the Financing will not be available to Parent or warranty Merger Sub on the Closing Date. For the avoidance of doubt, it is being made as not a condition to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in Closing under this Agreement, nor to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing or any alternative financing.

Financing. (a) Buyer has delivered Purchaser shall use its reasonable best efforts to Seller (i) truetake, correct or cause to be taken, all actions and complete copies do, or cause to be done, all things necessary, proper and advisable to arrange and consummate the Debt Financing not later than Closing. It is expressly agreed that Purchaser may not raise consummation of the executed commitment letterDebt Financing as a bar or condition to Close. Purchaser expressly agrees that if Purchaser proceeds with any alternative financing, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, Purchaser shall be subject to the terms and conditions thereof, same obligations with respect to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than such alternative financing as set forth in this Agreement with respect to the Financing Letter and the Fee LetterDebt Financing. As Purchaser shall provide Seller prompt (but in any event, within two (2) Business Days) notice (i) upon becoming aware of the date hereofany material breach, no default, repudiation, cancellation or termination (or any event has occurred or circumstance exists whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default give rise to any material breach, default, repudiation, cancellation or breach termination) by any party of any agreements or documents (including any definitive agreements) relating to the Debt Financing; and (ii) if for any reason Purchaser reasonably expects that it will not be able to obtain, or there occurs any event or development that could reasonably be expected to materially and adversely impact the ability of Purchaser to obtain, all or any portion of the Debt Financing on the part of Buyer, or terms contemplated by the definitive documents related to the knowledge of Buyer, any other party, under the Financing Letter or Fee LetterDebt Financing. As soon as reasonably practicable, but in any event within two (2) Business Days after the date Sellers’ Representative delivers Purchaser a written request, Purchaser shall provide any information reasonably requested by Sellers’ Representative relating to any circumstance referred to in clause (i) or (ii) of the date hereofimmediately preceding sentence. In addition, Buyer Purchaser shall keep Sellers’ Representative informed on a reasonably believes that current basis and in reasonable detail of the status of its efforts to finalize the Debt Financing (or alternative financing) and to satisfy the conditions thereof and provide to Sellers’ Representative copies of all executed material definitive documents related to the Debt Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at (or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementalternative financing).

Financing. (a) Buyer At the Acceptance Time, Acquisition Sub will have available cash resources and/or financing in an aggregate amount sufficient to enable Acquisition Sub to consummate the Offer and for the satisfaction of all of Parent’s and Acquisition Sub’s obligations under this Agreement. Acquisition Sub has delivered to Seller the Company accurate and complete copies of: (i) truea fully executed debt commitment letter (together with all annexes, correct schedules and complete copies of the executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., exhibits thereto) from ▇▇▇▇▇▇ Fargo Bank▇▇▇▇▇▇▇ Senior Funding, National Association, Inc. and ▇▇▇▇▇▇▇ Fargo Securities, LLC Sachs Bank USA (the “Financing Commitment Letter”), pursuant to the terms, but subject to the conditions expressly set forth therein, of which the counterparties thereto have committed, subject committed to the terms provide Parent and conditions thereof, to lend to Buyer Acquisition Sub with debt financing in the amounts set forth therein for purposes of financing the Offer (such debt financing, the “Debt Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect). (b) As of The Commitment Letter is and each definitive agreement with respect to the Debt Financing (which definitive agreements are referred to collectively in this Agreement as the “Definitive Financing Agreements”) entered into after the date hereofof this Agreement but prior to the Acceptance Time (if any), the Financing Letter is will be, in full force and effect and is the each case, a legal, valid, binding and enforceable obligation of The Laclede Group, Inc. Parent and Acquisition Sub and, to the knowledge of BuyerParent, the other parties thereto in accordance with their respective terms and subject to: (i) the respective conditions expressly set forth therein; (ii) laws of general application relating to bankruptcy, insolvency and the Financing Letterrelief of debtors; and (iii) rules of law governing specific performance, injunctive relief and other equitable remedies. As of the date of this Agreement, the Commitment Letter has not been withdrawn, modified, terminated or rescinded in any respect, amended, restated or otherwise modified or waived. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Debt Financing, other than as expressly set forth in or expressly contemplated by the Financing Letter and the Fee Commitment Letter. As of the date hereofof this Agreement, there are no side letters or other contracts or arrangements related to the Debt Financing (except for: (x) customary fee letters, a complete copy of each of which has been provided to the Company, with only the fee amounts and certain other terms (none of which would adversely affect the amount or availability of the Debt Financing) redacted, relating to the Debt Financing between Parent and Acquisition Sub, on the one hand, and the providers of the Debt Financing, on the other hand; and (y) customary engagement letters) other than the Commitment Letter. (c) As of the date of this Agreement: (i) no event has occurred which would constitute a breach or circumstance exists which, default (or an event which with notice or without notice, lapse of time or both, both would or would reasonably be expected to constitute a default or breach default), in each case, on the part of BuyerParent or Acquisition Sub nor, or to the knowledge of BuyerParent’s knowledge, any other partycounterparty thereto, under the Commitment Letter; and (ii) neither Parent nor Acquisition Sub has any reason to believe that any of the conditions to the Debt Financing Letter will not be satisfied or Fee that the Debt Financing or any other funds necessary for the satisfaction of all of Parent’s and Acquisitions Sub’s obligations under this Agreement will not be available to Parent at the Acceptance Time and the Effective Time, as applicable. As of the date of this Agreement, neither Parent nor Acquisition Sub is aware of any actual or potential failure to satisfy any condition precedent or other contingency expressly set forth in the Commitment Letter. As of the date hereofof this Agreement, Buyer reasonably believes Parent and Acquisition Sub have no reason to believe that they will be unable to satisfy the conditions to the Financing contemplated funding contained in the Financing Commitment Letter. As of the date of this Agreement, neither Parent nor Acquisition Sub is aware of any fact or occurrence that makes any of the representations or warranties of Parent or Acquisition Sub relating to Parent and Acquisition Sub in the Commitment Letter and inaccurate in any material respect. To the Fee Letter will extent required, Parent has fully paid all commitment fees or other fees required to be satisfied, at or paid prior to the time contemplated hereunder for date of this Agreement pursuant to the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementCommitment Letter.

Financing. (a) Buyer Purchaser has delivered to Seller (i) true, correct true and complete copies of the (i) a duly executed commitment letter, dated as of the date hereof, between The Laclede GroupPurchaser and GSO Capital Partners LP and (ii) a duly executed commitment letter, Inc.dated as of the date hereof, ▇▇▇▇▇ Fargo Bankbetween Purchaser and Bank of America, National AssociationN.A., and ▇▇▇▇▇ Fargo SecuritiesFifth Third Bank (collectively, LLC (the “Financing LetterDebt Commitment Letters”) (subject to redaction so long as such redaction does not cover terms that would adversely affect the conditionality or availability of the Debt Financing), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereofthereof (including, to the extent required in accordance therewith, the exercise of so-called “flex” provisions in the Fee Letter), to lend to Buyer the amounts set forth therein (the “Debt Financing”). Assuming the funding in full of the Debt Financing on the Closing Date, Purchaser on the Closing Date will have, together with cash on hand and available borrowing under existing credit facilities, sufficient funds in immediately available cash, to (A) pay an amount in cash equal to the amounts set forth in Section 3.02(a); (B) pay any and all fees and expenses required to be paid by Purchaser in connection with the transactions contemplated by this Agreement and the Debt Financing; and (iiC) satisfy all other payment obligations of Purchaser contemplated hereunder (including the payment at Closing of unpaid Transaction Expenses). Purchaser has also delivered to Seller a true and correct complete copy of any fee letter in connection with the Debt Commitment Letters (subject to the redactions noted therein) copies of the executed any such fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the a “Fee Letter”) related (subject to redaction so long as such redaction does not cover terms (other than the actual amount of fees that are the subject of the Fee Letter) that would adversely affect the conditionality or availability of the Debt Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect). (b) As of the date hereof, there are no side letters or other Contracts or arrangements related to the Debt Financing other than the Debt Commitment Letters and the Fee Letters or as otherwise expressly set forth therein. None of the Debt Commitment Letters nor the Fee Letters has been amended or modified, no such amendment or modification is contemplated as of the date hereof, and the commitments set forth in the Debt Commitment Letter is have not been withdrawn or rescinded in any respect; provided, that the exercise of any “flex” provisions in the Fee Letter shall not be considered an amendment, modification, withdrawal or rescission of the Fee Letter for the purposes of this Agreement. (c) The Debt Commitment Letters are in full force and effect and is the valid, binding and enforceable obligation obligations of The Laclede Group, Inc. Purchaser and, to the knowledge of BuyerPurchaser, the other parties thereto, except to the Financing Letterextent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as set forth in the Financing Letter Debt Commitment Letters and the any related Fee Letter. As To the knowledge of the date hereofPurchaser, no event has occurred occurred, or circumstance exists exists, which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerPurchaser and, or to the knowledge of BuyerPurchaser, any other party, under party to the Financing Letter or Fee LetterDebt Commitment Letters. As of the date hereof, Buyer reasonably believes and assuming the accuracy of the representations and warranties of Seller contained in this Agreement and performance by Seller of its obligations under this Agreement, Purchaser has no reason to believe that any of the conditions to the Debt Financing contemplated in the Financing Letter Debt Commitment Letters and the any related Fee Letter will not be satisfied, that the Debt Financing will not be made available at or prior to the time contemplated hereunder for the Closing. Purchaser has fully paid, except that no representation or warranty is being made as caused to whether be fully paid, any and all commitment or other fees which are due and payable on or prior to the date hereof pursuant to the terms of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementthe Debt Commitment Letters and any related Fee Letter.

Financing. (a) Buyer Parent has delivered to Seller the Company complete and correct copies of (i) true, correct and complete copies of the a fully executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC letter (the “Debt Commitment Letter”) from Bank of America, N.A., Bank of America Securities LLC and Credit Suisse Securities (USA) LLC (together, the “Senior Lenders”), pursuant to which such financial institutions have committed, upon the terms and subject to the conditions set forth therein, to provide (A) senior credit facilities in the amount of up to $325 million, (B) up to $215 million in senior subordinated bridge financing (the “Bridge Financing”), and (C) any high yield debt financing (the “High Yield Debt Financing”) used to fund the acquisition in lieu of the Bridge Financing in connection with the transactions contemplated by this Agreement (collectively, the “Debt Financings”) and (ii) a fully executed commitment letter from Blackstone Capital Partners V L.P. (the “Equity Commitment Letter”), pursuant to which the counterparties thereto have Blackstone Capital Partners V L.P. has committed, upon the terms and subject to the terms and conditions thereofset forth therein, to lend provide equity financing in the aggregate amount of up to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate $335 million in connection with the transactions contemplated by this Agreement. Neither the Financing The Debt Commitment Letter or Fee Letter has been amended or modified and the commitments contained in Equity Commitment Letter are hereinafter referred to collectively as the Financing Letter have not been withdrawn or rescinded in any respect“Commitment Letters.” (b) As of the date hereof, : (i) the Financing Letter is Commitment Letters are in full force and effect and the Commitment Letters have not been amended or terminated; (ii) all commitment fees required to be paid thereunder will be duly paid in full when due; and (iii) excluding any breach caused by the Company or its Subsidiaries, there is the validno breach existing thereunder. Parent has not, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred been informed by the Senior Lenders of any fact, occurrence or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or condition unrelated to the knowledge of Buyer, any other party, under Company that would cause the Financing Letter or Fee Letter. As financing contemplated by either of the date hereof, Buyer reasonably believes that the conditions Commitment Letters to the Financing not be consummated as contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementtherein.

Financing. Acquisition has received and executed commitment letters each dated July 2, 1998 (a) Buyer has delivered to Seller the "Commitment Letters"), from (i) true, correct and complete copies of the executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”)Capital Corporation, pursuant to which the counterparties thereto have it has committed, subject to the terms and conditions thereofset forth therein, to lend provide Acquisition and certain existing or future subsidiaries of the Company with up to Buyer $1.21 billion of financing under available senior secured credit facilities and $350.0 million in aggregate principal amount of financing in the amounts set forth therein (the “Financing”) and form of an unsecured senior bridge loan, (ii) true and correct (WCAS Capital Partners III, L.P., pursuant to which it has committed, subject to the redactions noted terms and conditions set forth therein, to purchase $150.0 million in aggregate principal amount of subordinated notes of Acquisition and (iii) copies of the executed fee letterWelsh, dated as of the date hereof, between BuyerCarson, ▇▇▇▇▇▇▇▇ Fargo Bank, National Association, and & ▇▇▇▇▇ Fargo SecuritiesVIII, LLC L.P. ("WCAS") pursuant to which it has committed to provide to Acquisition $350.0 million in equity to consummate the Merger, pay the Merger Consideration and pay the related transaction expenses (the “Fee Letter”financings referred to in clauses (i), (ii) related and (iii) above being collectively referred to as the "Financing"). At Such Financing is adequate to pay in full in cash at closing the ClosingCash Merger Consideration together with all fees and expenses of Acquisition associated with the transactions contemplated hereby, Buyer will have sufficient funds and to enable it make any other payments necessary to consummate the transactions contemplated by this Agreementhereby. True and complete copies of the Commitment Letters have been furnished to the Company. Neither the Financing Letter Acquisition, WCAS nor their affiliates will terminate, amend or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded modify in any respect. (b) As respect the Commitment Letters in a manner which will adversely affect the probability that such financing will be actually funded, or the timing thereof, without prior written consent of the Company. Acquisition or WCAS has fully paid any and all commitment fees or other fees required by such Commitment Letters to be paid as of the date hereof (and will duly pay any such fees after the date hereof, the Financing Letter is ). The Commitment Letters are valid and in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, which (with or without notice, lapse of time or both, ) would or would reasonably be expected to constitute a default or breach on the part of Buyer, WCAS or to Acquisition thereunder or would adversely affect the knowledge probability that such financing will actually be funded. The $350.0 million equity investment of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter WCAS will be satisfied, used solely to acquire common stock of Acquisition at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any a price of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement$43.50 per share.

Financing. (a) Buyer has delivered to Seller (i) a true, complete and correct and complete copies copy of the executed commitment Debt Commitment Letter and all related fee letters (together with the Debt Commitment Letter, the “Debt Commitment Documents”) (redacted in a customary fashion as to economic terms and other commercially sensitive numbers and provisions specified in any such fee letter (including any provisions relating to “flex” terms or similar concepts), none of which could adversely affect the availability, conditionality, enforceability or amount (except by reason of any increased fees or original issue discount resulting from the “flex” terms or similar concepts contained in any such fee letter) of the Financing contemplated thereby) as in effect on the date hereof. The Debt Commitment Documents delivered to Seller have not been amended or modified in any manner prior to the date of this Agreement, dated and as of the date hereofof this Agreement, between The Laclede Groupno such amendment is contemplated by Buyer or, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereofknowledge of Buyer, to lend to Buyer any other party thereto, except as expressly contemplated by the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as Debt Commitment Letter. As of the date hereofof this Agreement, between Buyerneither Buyer nor any of its Affiliates has entered into any agreement, ▇▇▇▇▇ Fargo Bankside letter or other arrangement of any kind relating to the Financing contemplated by the Debt Commitment Documents that would reasonably be expected to affect the availability, National Associationconditionality, and ▇▇▇▇▇ Fargo Securitiesenforceability or, LLC (except as contemplated under the “Fee Letter”) related flex” terms or similar concepts contained in any fee letter referred to above, amount of the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions Financing contemplated by this Agreementthe Debt Commitment Letter. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing commitments contained in the Debt Commitment Letter have not been terminated, reduced, withdrawn or rescinded in any respect, and, to the knowledge of Buyer, no such termination, reduction, withdrawal or rescission is contemplated except as set forth in the Debt Commitment Letter. As of the date hereof, the Debt Commitment Letter is in full force and effect and is constitutes the legal, valid, binding and enforceable obligation of The Laclede Group, Inc. Buyer and, to the knowledge of Buyer, the each other parties party thereto, in each case, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). Buyer has fully paid (or caused to be paid) any and all commitment fees and other amounts, if any, that are due and payable on or prior to the Financing Letter. There are no conditions precedent or other contingencies related to the funding date of the full amount of this Agreement in connection with the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default or breach on the part of BuyerBuyer or, or to the knowledge of Buyer, any other party, party thereto under the Financing Letter or Fee Debt Commitment Letter. As Assuming (a) the truth and accuracy of Seller’s representations and warranties hereunder, (b) compliance by Seller with its obligations hereunder and (c) the satisfaction of the conditions set forth in ARTICLE VII at the Closing, as of the date hereof, Buyer reasonably believes has no reason to believe that (i) it will be unable to satisfy on a timely basis any term of the conditions to Debt Commitment Letter or (ii) the Financing contemplated in by the Debt Commitment Letter will not be available to Buyer at the Closing to the extent required to pay the Required Amounts (as defined below). There are no conditions precedent or contingencies related to the funding of the Financing Letter and contemplated by the Fee Letter Debt Commitment Letter, other than the Financing Conditions. (b) Buyer has on the date hereof, or will be satisfied, have at or prior to the time contemplated hereunder for the Closing, except the financial capability and all sufficient funds on hand necessary to consummate the transactions contemplated by this Agreement and the Ancillary Agreements on the terms and subject to the conditions set forth in the Agreement and the Ancillary Agreements, as applicable, and to pay all related fees and expenses (collectively, the “Required Amounts”). Notwithstanding anything to the contrary herein, Buyer acknowledges and agrees that no representation or warranty its obligations to consummate the transactions contemplated hereby are not contingent upon its ability to obtain any third-party financing and affirms that obtaining such financing is being made as not a condition to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementthe Closing.

Financing. (a) IDB Buyer has delivered to Seller (i) true, correct and complete copies of the fully executed (i) debt commitment letterletter between Jefferies Finance LLC (collectively with the other lenders party thereto on the date hereof, the “Lenders”), and GFI Holding Co Inc., a Delaware corporation and indirect parent of IDB Buyer, dated as of the date hereof, between The Laclede Groupincluding all exhibits, Inc.schedules, ▇▇▇▇▇ Fargo Bankterm sheets, National Associationannexes and amendments thereto, and ▇▇▇▇▇ Fargo Securities, LLC all in effect as of the date of this Agreement (the “Financing Commitment Letter”) and (ii) fee letter referenced in the Commitment Letter (the “Fee Letter”) in effect as of the date of this Agreement (the Commitment Letter and such Fee Letter, collectively, the “Debt Commitment Letter”), pursuant to which the counterparties thereto have committedwhich, and subject to the terms and conditions thereof, the Lenders have committed to lend to Buyer the amounts set forth therein to IDB Buyer for the purpose of funding the transactions contemplated by this Agreement, to pay expenses to be paid by IDB Buyer relating to the Transactions and for the other purposes set forth therein (the “Debt Financing”) and (ii) true and correct (subject to ); provided, however, that solely in the redactions noted therein) copies case of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related , true, correct and complete copies have been delivered to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the Seller redacted in a manner that is usual and customary for transactions contemplated by of this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respecttype. (b) As The Debt Commitment Letter, in the form provided to Seller by IDB Buyer, is, or in the case of a Debt Commitment Letter entered into after the date of this Agreement (but if entered into after the date hereof, only to the Financing Letter is extent entered into in compliance with Section 5.16(d)) will be, in full force and effect and is is, or in the validcase of a Debt Commitment Letter entered into after the date of this Agreement will be, legal, valid and binding obligations of IDB Buyer and enforceable obligation of The Laclede Groupits Affiliates party thereto, Inc. and, and to the knowledge Knowledge of IDB Buyer, each of the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financingthereto, other than as set forth enforceable in the Financing Letter and the Fee Letteraccordance with their respective terms. As of the date hereofof this Agreement, no Debt Commitment Letter or any commitment thereunder has been withdrawn, terminated, repudiated, rescinded, waived, amended, restated, supplemented or modified in any respect, orally or in writing, and as of the date of this Agreement no such withdrawal, termination, repudiation, rescission, waiver, amendment, restatement, supplement or modification is contemplated by IDB Buyer or any of its Affiliates, or to the Knowledge of IDB Buyer, any other counterparty thereto. (c) As of the date of this Agreement, neither IDB Buyer nor any of its Affiliates nor, to the Knowledge of IDB Buyer, any other counterparty thereto has committed any breach of any of its covenants or other obligations set forth in, or is in default under, the Debt Commitment Letter, and to the Knowledge of IDB Buyer no event has occurred or circumstance exists whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute or result in a breach or default or breach under the Debt Commitment Letter on the part of Buyer, IDB Buyer or any other party to the knowledge Debt Commitment Letter, (ii) constitute or result in a failure to satisfy a condition precedent or other contingency set forth in the Debt Commitment Letter, (iii) make any of Buyer, the assumptions or any other party, under of the statements set forth in the Debt Commitment Letter inaccurate in any material respect or (iv) otherwise result in any portion of the Debt Financing Letter or Fee Letternot being available. As of the date hereofof this Agreement, IDB Buyer reasonably believes that the conditions has not received any notice or other communication from any party to the Financing contemplated Debt Commitment Letter with respect to (i) any actual or potential breach or default under the Debt Commitment Letter on the part of IDB Buyer or any other party to the Debt Commitment Letter, (ii) any actual or potential failure to satisfy any condition precedent or other contingency set forth in the Financing Debt Commitment Letter or (iii) any intention of such party to terminate the Debt Commitment Letter or to not provide all or any portion of the Debt Financing. To the Knowledge of IDB Buyer (both before and after giving effect to any “market flex” provisions contained in the Fee Letter Debt Commitment Letter): (x) IDB Buyer will be satisfiedable to satisfy on a timely basis each term and condition relating to the closing or funding of the Debt Financing; (y) no fact, at occurrence, circumstance or condition exists that would reasonably be expected to (1) cause the Debt Commitment Letter to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective, (2) cause any of the terms or conditions relating to the closing or funding of any portion of the Debt Financing not to be met or complied with or (3) otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Debt Commitment Letter to not be available to IDB Buyer on a timely basis (and in any event as of the Closing); and (z) no potential impediment exists to the funding of any of the payment obligations of IDB Buyer under this Agreement. IDB Buyer has fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter to be paid on or before the date of this Agreement, and IDB Buyer will pay when due all other commitment or other fees arising under the Debt Commitment Letter as and when they become payable. (d) The aggregate net proceeds from the Debt Financing (both before and after giving effect to any “market flex” provisions contained in the Debt Commitment Letter) constitute all of the financing required for the consummation of the transactions contemplated by this Agreement and are sufficient in amount to provide IDB Buyer with the funds necessary to consummate the transactions contemplated hereby and to satisfy its obligations under this Agreement, including to pay the Purchase Price, and to pay all fees, costs and expenses to be paid by IDB Buyer related to the transactions contemplated by this Agreement, including such fees and expenses relating to the Debt Financing. (e) There are no, and there will not be any, conditions precedent or other contingencies related to the obligation of any party to the Debt Commitment Letter to fund the full amount (or any portion) of the Debt Financing, including any condition or other contingency relating to the availability of the Debt Financing pursuant to any “market flex” provisions, other than as expressly set forth in the Debt Commitment Letter as in effect on the date hereof (the “Disclosed Conditions”). Other than the Disclosed Conditions, no Financing Source or other Person has any right to impose, and IDB Buyer has no obligation to accept, any condition precedent to any funding of the Debt Financing nor any reduction to the aggregate amount available under the Debt Commitment Letter (nor any term or condition which could have the effect of reducing the aggregate amount available under the Debt Commitment Letter). There are no side letters and (except for the Debt Commitment Letter) there are no agreements, contracts, arrangements or understandings, whether written or oral, with any Lender, Financing Source or other Person relating to the Debt Financing or the Debt Commitment Letter (including any that could affect the availability of the Debt Financing). Other than as set forth in the Debt Commitment Letter delivered to Seller prior to the time date hereof, there are no conditions precedent relating to the funding of the full amount of the Debt Financing that would, or could reasonably be expected to, (i) impair the validity of the Debt Commitment Letter, (ii) reduce the aggregate amount of the Debt Financing, (iii) prevent or delay the consummation of the transactions contemplated hereunder for hereby, (iv) cause the ClosingDebt Commitment Letter to be ineffective, except that no representation or warranty is (v) otherwise result in the Debt Financing not being made as available on a timely basis in order to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementconsummate the transactions contemplated hereby.

Financing. (a) Buyer Purchaser will have, as of the respective dates of consummation of the Offer (including any subsequent offering period), access to sufficient funds to consummate the Offer (including any subsequent offering period) on the terms and subject to the conditions contemplated hereby, and for the payment to the Company of funds sufficient to pay holders of Company Options in accordance with the provisions of Section 6.7. (b) Parent has delivered to Seller (i) true, the Company a complete and correct and complete copies copy of the executed commitment letter, dated as of the date hereof, between The Laclede Groupfrom Barclays Bank PLC (collectively, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing LetterCommitment”), ) pursuant to which the counterparties lender party thereto have committedhas committed to provide, subject to the terms and conditions thereofset forth therein and the conditions set forth in the Purchaser Credit Facility, to lend to Buyer the amounts debt financing in an aggregate amount set forth therein (the “Financing”) and (ii) true ). Parent has also delivered to the Company complete and correct copies of any fee letters (subject redacted to exclude fees and certain other information at the request of the Financing Sources party thereto) (the “Fee Letters”) in connection with the Financing Commitment and the Purchaser Credit Facility and, as of the Agreement Date, except as would not reasonably be expected to materially impair the validity of the Financing Commitment, materially impact the availability of the Financing or materially decrease the amount of financing that could be expected to be provided under the Financing Commitment, there are no Contracts, agreements, side letters or arrangements to which Parent or Purchaser is a party relating to the redactions noted therein) copies funding or investing, as applicable, of the executed fee letteramount of the Financing other than as expressly set forth in the Financing Commitment, dated as Fee Letters and Purchaser Credit Facility. (c) As of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter Commitment has not been amended or modified modified, no such amendment or modification is presently contemplated, and the respective obligations and commitments contained in the Financing Letter Commitment have not been withdrawn or rescinded in any respect. (b) As . Parent or Purchaser has fully paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof, and, as of the date hereof, the Financing Letter Commitment is in full force and effect and is are the valid, binding and enforceable obligation obligations of The Laclede GroupParent and Purchaser (except as such enforceability may be (i) limited by bankruptcy, Inc. insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) the exercise by courts of equity powers) and, to the knowledge of BuyerParent and Purchaser, the other parties thereto. (d) Assuming the satisfaction or waiver of the conditions to Parent’s and Purchaser’s obligation to consummate the Offer (including any subsequent offering period), the net proceeds of the Financing Letter. There are no conditions precedent if funded in accordance with the Financing Commitments, together with Parent’s consolidated cash and cash equivalents and borrowings under Purchaser Credit Facility are, in the aggregate, sufficient for Purchaser to pay the aggregate Offer Price, consummate the transactions contemplated by this Agreement and pay all fees and expenses required to be paid by Parent or other contingencies related to Purchaser in connection with the funding of the full amount of Offer and the Financing, other than as set forth in the Financing Letter and the Fee Letter. . (e) As of the date hereofof this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerParent or Purchaser under the Financing Commitments or, or to the knowledge of BuyerParent and Purchaser, any other party, under the Financing Letter or Fee Letterparty thereto. As of the date hereofof this Agreement, Buyer reasonably believes neither Parent nor Purchaser has any reason to believe that any of the conditions to the Financing contemplated in will not be satisfied or that the full amount of the Financing Letter and will not be available to Parent or Purchaser on the Fee Letter will be satisfied, at or prior to date of the time contemplated hereunder for consummation of the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementOffer.

Financing. (a) At the Closing, Buyer will have sufficient funds available to pay the aggregate amount of consideration payable to Seller, or at Parent’s direction, to Merger Sub or the Exchange Agent, pursuant to this Agreement and the Asset Purchase Agreement (the “Buyer Financing”). (b) Buyer has delivered to Seller (i) true, correct and Parent true and complete copies of all commitment letters (as the executed commitment lettersame may be amended or replaced, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Buyer Financing LetterCommitments”), pursuant to which the counterparties lender parties thereto have committedagreed, subject to the terms and conditions thereof, to lend provide or cause to be provided to Buyer the amounts set forth therein (the “Buyer Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as . As of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by of this Agreement. Neither , (i) none of the Buyer Financing Letter or Fee Letter Commitments has been amended or modified and modified, (ii) the commitments contained in the Buyer Financing Letter Commitments have not been withdrawn or rescinded in any material respect. , (biii) As of the date hereof, the Buyer Financing Letter is Commitments are in full force and effect effect, and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There (iv) there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Buyer Financing other than as set forth in the Buyer Financing Letter and the Fee LetterCommitments. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, the Buyer under any term or to condition of the knowledge of Buyer, any other party, under the Buyer Financing Letter or Fee LetterCommitments. As of the date hereofof this Agreement, Buyer reasonably believes has no reason to believe that it or any of its Subsidiaries will not be able to satisfy on a timely basis any term or condition contained in the Buyer Financing Commitments or that the conditions full amount of the Buyer Financing Commitments will not be available to Buyer as of the Financing closing of the transactions contemplated in the Financing Letter by this Agreement and the Fee Letter will be satisfiedAsset Purchase Agreement. Buyer has fully paid any and all commitment fees that have been incurred and are due and payable as of the date hereof in connection with the Buyer Financing Commitments. (c) As of the date of this Agreement, at Buyer has no reason to believe that it or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations its Subsidiaries will not be able to satisfy on a timely basis any term or warranties are true or correct or whether Seller has complied with its covenants condition contained in this Agreement or the Asset Purchase Agreement, or that the full amount of the consideration payable by Buyer to Seller, or to Merger Sub or the Exchange Agent as directed by Parent, pursuant to this Agreement or the Asset Purchase Agreement, will not be available to Buyer as of the closing of the transactions contemplated by this Agreement or the Asset Purchase Agreement.

Financing. (a) Buyer has obtained commitment letters, true, complete and executed copies of which have been delivered to Seller Company (i) truecollectively, correct and complete copies of the executed commitment letter"Commitment Letter"), dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securitiesfrom Dymas Funding Company, LLC and Prudential Capital Partners, L.P. (the “Financing Letter”)collectively, "Lender") pursuant to which the counterparties thereto have committedLender has agreed to provide Buyer and Acquisition, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein in the Commitment Letter, funds that, together with the Equity Commitment (as defined in Section 5.8(b)), would enable Buyer and Acquisition to timely perform their obligations to pay in full (i) the “Financing”) and aggregate Offer Price, (ii) true the aggregate Merger Consideration, (iii) the aggregate Option Cash Payment, (iv) the aggregate Warrant Cash Payment and correct (subject to the redactions noted thereinv) copies of the executed fee letter, dated as of the date hereof, between all fees and expenses payable by Buyer, ▇▇▇▇▇ Fargo Bank, National Association, Acquisition and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate Surviving Corporation in connection with this Agreement and the transactions contemplated by this Agreement. Neither Agreement (assuming that the Financing Letter or Fee Letter has been amended or modified representations and warranties of the commitments contained Company set forth in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As Section 4.16 are true and correct as of the date hereof, hereof and will be true and correct as of the Financing proposed date for the initial purchase of Shares by Acquisition pursuant to the Offer) (the "Transaction Financing"). The Commitment Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding has not been amended as of the full amount date of this Agreement. Buyer and Acquisition are not aware of any fact or occurrence that makes any of the Financing, other than as assumptions set forth in the Financing Commitment Letter unreasonable or would result in any of the conditions set forth in the Commitment Letter not being satisfied prior to the Termination Date. Lender has not advised either Buyer or Acquisition or any of their respective affiliates of any reason why the financing contemplated by the Commitment Letter will not be consummated in accordance with its terms. All commitment and other fees required to be paid pursuant to the Commitment Letter and the Fee Letterfee letter referred to therein on or prior to the date of this Agreement have been paid. (b) The total equity financing to be provided to Buyer and Acquisition that is contemplated by the Commitment Letter (the "Equity Commitment") will consist of equity contributed to Buyer by private equity funds managed by H.I.G. Capital, LLC and investors in such private equity funds. As of the date hereofof this Agreement, no event has occurred or circumstance exists whichsuch private equity funds and such investors have, with or without noticecollectively, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or all times prior to the time contemplated hereunder for Effective Time, will have, collectively, funds readily available to them, subject to no conditions (other than (i) advance notice requirements, (ii) the Closing, except that no representation or warranty is being made as to whether any conditions in favor of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained Buyer and Acquisition set forth in this AgreementAgreement and Annex B to this Agreement and (iii) other non-material conditions capable of being satisfied prior to the purchase of Shares by Acquisition pursuant to the Offer), to fund the Equity Commitment.

Financing. (a) Buyer Purchaser has delivered to Seller (i) truesufficient cash, correct and complete copies available lines of the executed commitment letter, dated as credit or other sources of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient immediately available funds to enable it to consummate the transactions contemplated hereby, including paying in full all amounts required to be paid hereunder by this AgreementPurchaser, including with respect to any regulatory capital requirements arising out of the transactions contemplated hereby or the Purchased Assets. Neither Purchaser expressly acknowledges and agrees that its obligations hereunder, including its obligations to consummate the Financing Letter transactions contemplated hereby, are not subject to, or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respectconditioned on, receipt of financing. (b) Without limiting the foregoing, Purchaser has delivered to Seller a complete and correct copy of a fully executed commitment letter from Barclays Bank PLC (including all exhibits, schedules and annexes to such letter as and to the extent delivered to Seller on or prior to the date of this Agreement, the “Debt Commitment Letter”), pursuant to which Barclays Bank PLC has committed, upon the terms and subject to the conditions set forth therein, to provide the debt financing described therein in connection with the transactions contemplated hereby. The Debt Commitment Letter and any other debt commitment letter (including any replacement of the Debt Commitment Letter in connection with any Alternative Financing) executed in accordance with Section 5.05, as replaced, amended, supplemented, modified or waived in accordance with Section 5.05, including all exhibits, schedules and annexes to such letters, are hereinafter referred to together as the “Debt Commitment Letters.” The financing contemplated pursuant to the Debt Commitment Letters is hereinafter referred to as the “Debt Financing”. (c) As of the date hereofof this Agreement, the Financing Debt Commitment Letter is in full force and effect and is the valida legal, valid and binding and enforceable obligation of The Laclede Group, Inc. Purchaser and, to the knowledge of BuyerPurchaser, the other parties Barclays Bank PLC, and is enforceable in accordance with its terms against Purchaser and, to the Financing Letter. There are no conditions precedent or other contingencies related knowledge of Purchaser, Barclays Bank PLC (subject to the funding Bankruptcy and Equity Exceptions). All commitment fees required to be paid under the Debt Commitment Letter have been paid in full or will be duly paid in full as and when due; and Purchaser shall have otherwise satisfied all of the full amount conditions required to be satisfied by Purchaser pursuant to the terms of the FinancingDebt Commitment Letter on or prior to the date of this Agreement. The Debt Commitment Letter has not been amended, other than modified or terminated on or prior to the date of this Agreement, no such amendment, modification or termination is contemplated by Purchaser as set forth of the date of this Agreement, and no Debt Commitment Letter will be amended, modified or terminated by Purchaser, in the Financing Letter and the Fee Letterviolation of Section 5.05. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would constitute a breach or default by Purchaser under the Debt Commitment Letter. Purchaser, as of the date of this Agreement, is not aware of any fact, occurrence or condition that makes any of the assumptions or statements set forth in the Debt Commitment Letter inaccurate (assuming the accuracy of Seller’s representations and warranties set forth in this Agreement) in any material respect or that would reasonably be expected to constitute cause the commitments provided in the Debt Commitment Letter to be terminated or ineffective or any of the conditions contained therein not to be met. The consummation of the Debt Financing is subject to no conditions precedent other than those expressly set forth in the copy of the Debt Commitment Letter, and there are no contingencies that would permit Barclays Bank PLC to reduce the total amount of the Debt Financing other than those expressly set forth in the copy of the Debt Commitment Letter. Except for fee letters relating to fees with respect to the Debt Financing (redacted copies of which, removing only fee amounts, market “flex” provisions and certain other items (none of which concern or would adversely affect the amounts, availability, timing or conditionality of the Debt Financing), but including all fee amounts payable in connection with a default termination of this Agreement, have been provided to Seller on or breach prior to the date of this Agreement) have been provided to Seller on or prior to the part date of Buyerthis Agreement), there are no side letters or other agreements, contracts, or arrangements related to the knowledge funding of Buyerthe Debt Financing, any other party, under than as expressly set forth in the Financing Letter or Fee Debt Commitment Letter. As of the date hereofof this Agreement, Buyer reasonably believes assuming no breach by Purchaser of its representations and warranties under this Agreement (and cooperation and assistance by Seller as required by the terms of this Agreement) and no breach or default by Seller of its obligations under this Agreement (in either case such that the conditions set forth in Section 6.01 or Section 6.02 would fail to be satisfied), and based upon facts and events known by Purchaser as of the date of this Agreement, Purchaser has no reason to believe that any of the conditions to the Debt Financing will not be satisfied or the Debt Financing will not be consummated as contemplated in the Financing Debt Commitment Letter and the Fee Letter will be satisfied, at on or prior to the time Closing Date, if required to comply with its obligations under this Agreement (including its obligations under Section 5.03, and including to consummate the transactions contemplated hereunder for the Closing, except that no representation hereby and satisfy regulatory capital requirements applicable to Purchaser or warranty is being made as to whether any of Seller’s representations its Affiliates related to or warranties are true arising out of the consummation of the transactions contemplated hereby or correct the Purchased Assets). The aggregate proceeds of the Debt Financing, together with cash or whether Seller has complied cash equivalents held by Purchaser, as of the Closing Date, will be sufficient to enable Purchaser to pay in cash all amounts required to be paid by it in cash in connection with the transactions contemplated hereby, including payment of all amounts required to be paid pursuant to Article 2, and to pay all related fees and expenses payable by Purchaser and satisfy all regulatory capital requirements applicable to Purchaser or any of its covenants contained in Affiliates related to or arising out of the consummation of the transactions contemplated by this AgreementAgreement or the Purchased Assets.

Financing. (a) Buyer has delivered to Seller (i) Section 4.7 of the Buyer’s Disclosure Letter sets forth true, correct accurate and complete copies of the executed commitment letterletters from (i) the Lenders as the same may be amended and replaced in accordance with Section 6.13, dated as of the date hereof(collectively, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing LetterDebt Commitment Letters”), pursuant to which the counterparties thereto have committedwhich, and subject to the terms and conditions thereof, the Lenders have committed to lend the amounts set forth therein, and assist in the placement of debt securities the proceeds of which will be provided, to Buyer Buyer, Holdings and Merger Sub for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); and (ii) the Equity Sponsors, (the “Equity Commitment Letters” and together with the Debt Commitment Letters, the “Commitment Letters”) pursuant to which the Equity Sponsors have committed to invest the amounts set forth therein subject to the terms therein (the “Equity Financing” and together with the Debt Financing, the “Financing”) ). Each of the Debt Commitment Letters, in the form so delivered, is a legal, valid and (ii) true binding obligation of Buyer, Holdings and correct (subject Merger Sub and, to the redactions noted therein) copies Knowledge of the executed fee letter, dated Buyer Parties as of the date hereof, between Buyerthe other parties thereto. Each of the Equity Commitment Letters, ▇▇▇▇▇ Fargo Bankin the form so delivered, National Associationis a legal, valid and ▇▇▇▇▇ Fargo Securities, LLC (binding obligation of Buyer and the “Fee Letter”) related to Equity Sponsors. As of the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by date of this Agreement. Neither , none of the Financing Letter or Fee Letter Commitment Letters has been amended or modified and the respective commitments contained set forth in the Financing Letter Commitment Letters have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, Holdings or Merger Sub under any term or condition of any of the Commitment Letters; provided, however, that no representation is made with respect to any default or breach occurring by reason of matters relating to the knowledge Company or any of Buyer, any other party, under the Financing Letter or Fee Letterits Subsidiaries. As of the date hereofof this Agreement, none of the Buyer reasonably believes Parties has any reason to believe that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter it will be satisfied, at unable to satisfy on a timely basis any term or prior condition of the closing to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether be satisfied by it contained in any of Seller’s representations the Commitment Letters. Buyer, Holdings or warranties are true Merger Sub has fully paid any and all commitment fees or correct other fees required by the Commitment Letters to be paid on or whether Seller has complied with its covenants contained in this Agreement.before the date of this

Financing. (a) Buyer Parent has delivered to Seller (i) true, correct the Company a true and complete copies copy of the executed commitment letterletter and related exhibits, schedules, annexes and term sheets, dated as of the date hereofof this Agreement, between The Laclede Grouptogether with the related fee letter (solely in the case of the fee letter, Inc.with only the fee amounts, ▇▇▇▇▇ Fargo Bankpricing, National Association"market flex" provisions and other economic terms that do not adversely affect the enforceability, and ▇▇▇▇▇ Fargo Securitiesavailability or conditionality of, LLC or the aggregate amount of proceeds available under, the Debt Financing contained therein redacted) (collectively, the “Financing "Debt Commitment Letter”"), pursuant to which the counterparties thereto Financing Sources have committedagreed, subject only to the terms and conditions thereofFinancing Conditions set forth therein, to lend provide or cause to Buyer be provided the amounts debt financing set forth therein (for the “Financing”) and (ii) true and correct (subject purposes of financing the transactions contemplated hereby, including the cash component of the aggregate consideration payable in the Merger. Such executed Debt Commitment Letter has not been amended or modified in any manner on or prior to the redactions noted therein) copies date of this Agreement and no amendment, termination or modification is contemplated (it being understood that neither the executed exercise of "market flex" provisions under the fee letter, dated as nor the joinder or addition of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related any Financing Sources to the FinancingDebt Commitment Letter, shall be deemed an amendment or modification). At Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other arrangement of any kind relating to the Closing, Buyer will have sufficient funds to enable it to consummate financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letter that reduces the amount of, or could affect the conditionality or availability of the Debt Financing on the Closing Date. Neither Assuming (i) the Financing Letter or Fee Letter has been amended or modified accuracy of the representations and warranties of the Company set forth in this Agreement and (ii) the performance by the Company of its obligations hereunder, Parent will have sufficient funds to satisfy all of its obligations under this Agreement and to consummate the transactions contemplated hereby on the Closing Date. The commitments contained in the Financing Debt Commitment Letter have not been withdrawn withdrawn, terminated or rescinded in any respect. (b) As of the date hereof, the Financing . The Debt Commitment Letter is in full force and effect and is the represents a valid, binding and enforceable obligation of The Laclede Group, Inc. Parent and, to the knowledge of BuyerParent, the each other parties party thereto, subject to the Financing Letter. There are no conditions precedent qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other contingencies related laws of general application relating to or affecting rights of creditors and general principles of equity. Parent has fully paid (or caused to be paid) any and all fees and other amounts that are due and payable on or prior to the funding date of this Agreement in connection with the full amount of the Debt Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no No event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default or breach on the part of BuyerParent or, or to the knowledge of BuyerParent, any other party, party thereto under the Debt Commitment Letter. There are no conditions precedent related to the funding of the full amount of the Debt Financing Letter or Fee Letteron the Closing Date other than the Financing Conditions. As of the date hereof, Buyer reasonably believes that Parent has no reason to believe that, subject to the satisfaction of the conditions to precedent set forth in Sections 8.1 and 8.3, (i) any of the Financing contemplated in Conditions will not be satisfied or (ii) the Debt Financing Letter and will not be made available to Parent on the Fee Letter will be satisfiedClosing Date. As of the date hereof, at Parent is not aware of any fact or prior to the time contemplated hereunder for the Closing, except occurrence that no representation or warranty is being made as to whether makes any of Seller’s the assumptions, or the representations or warranties are true or correct or whether Seller has complied with its covenants contained of Parent, in this Agreementthe Debt Commitment Letter inaccurate in any material respect. Parent acknowledges that the consummation of the Merger is not subject to any financing condition.

Financing. (a) On the Closing Date, Buyer will have sufficient cash, available lines of credit or other sources of immediately available funds to make the Closing Payments. Buyer has delivered to Seller (i) true, complete, and correct and complete copies of the executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, Debt Commitment Letters and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing each such Debt Commitment Letter is in full force and effect as of the date hereof and is the represents a valid, binding and enforceable obligation of The Laclede Group, Inc. Buyer and, to the knowledge of Buyer, each other party thereto, to consummate the other parties Debt Financing subject only to the satisfaction or waiver of the Financing Letter. There are no conditions precedent or other contingencies related Conditions and to the funding Enforceability Limitations. Subject only to the satisfaction or waiver of the full amount Financing Conditions, the proceeds of the Debt Financing, together with available cash, will be sufficient to consummate the Transactions, including the making of all Closing Payments on the Closing Date. Buyer has no reason to believe that it or any other than as set forth in party thereto will be unable to satisfy on a timely basis any term of the Financing Letter and the Fee LetterDebt Commitment Letters. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse assuming the accuracy of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or representations and warranties set forth in Article 3 (to the knowledge of Buyer, any other party, under extent required by the Financing Letter or Fee Letter. As of definitive agreements governing the date hereof, Buyer reasonably believes that Debt Financing) and the conditions to the Financing contemplated set forth in the Financing Letter and the Fee Letter will be satisfied, Section 6.1 are satisfied at or prior to the time contemplated hereunder for the Closing, except Buyer has no reason to believe that no representation or warranty is being made as to whether (i) any of Seller’s representations the Financing Conditions will not be satisfied or warranties are true or correct or whether Seller has complied with its covenants contained in (ii) the Debt Financing will not be made available to Buyer on the Closing Date. Buyer acknowledges and agrees that under the terms of this Agreement, Buyer’s obligation to consummate the Closing is not in any way contingent upon or otherwise subject to Buyer’s consummation of any financing arrangements, Buyer’s obtaining of any financing or the availability, grant, provision or extension of any financing to Buyer.

Financing. Parent has provided the Company with a true and correct copy of a fully executed debt commitment letter and term sheet, including all exhibits, schedules or amendments thereto (abut excluding the fee letter) Buyer has delivered to Seller (i) true, correct and complete copies of the executed commitment letter, dated as of the date hereofof this Agreement (as amended, between The Laclede Groupwaived or otherwise modified in accordance with Section 6.8(b), Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Debt Commitment Letter”)) dated April 7, 2008, from its lenders party thereto pursuant to which the counterparties thereto such lenders have committed, subject to the terms and conditions thereofset forth therein, to lend to Buyer the amounts set forth therein $1.9 billion (the “Financing”) and (ii) true and correct (subject to for the redactions noted therein) copies purpose of consummating the executed fee letter, dated as Transactions. As of the date hereofof this Agreement, between Buyerthe Debt Commitment Letter is in full force and effect, ▇▇▇▇▇ Fargo Bankhas not been terminated and constitutes the legal, National Associationvalid and binding obligation of each of Parent, and ▇▇▇▇▇ Fargo SecuritiesPurchaser and, LLC (the “Fee Letter”) related to the Financingknowledge of Parent and the Purchaser, the lenders party thereto. At As of the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by date of this Agreement. Neither , the Financing Letter or Fee Debt Commitment Letter has not been amended or modified and the commitments contained in the Financing Debt Commitment Letter have not been withdrawn withdrawn, modified or rescinded in any respect. (b) . The Debt Commitment Letter permits Parent and Purchaser to use the proceeds of the Financing and unrestricted cash of Parent, Purchaser and the Company to consummate the Offer, the Merger and the other Transactions and the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Commitment Letter together with unrestricted cash of Parent, Purchaser and the Company will be sufficient for Parent and the Surviving Corporation to pay all amounts required to be paid by them pursuant to this Agreement and to pay all estimated related fees and expenses. As of the date hereofof this Agreement, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the Parent has no knowledge of Buyerany event that has occurred which would result in any material breach or violation under the Debt Commitment Letter, and Parent does not have any reason to believe that any of the other parties conditions to the Financing Letterwill not be satisfied or that the Financing will not be available to Parent and Purchaser on the date on which any payment for Shares is required to be made by the Purchaser in respect of the Offer or the Merger. There are no conditions precedent or other contingencies related to the funding obligations of the full amount of lenders party to the Financing, Debt Commitment Letter other than as those set forth in the Financing Letter and the Fee Debt Commitment Letter. As of the date hereofParent has fully paid any commitment fees or other fees required to be paid, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyerextent payable, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for date of this Agreement pursuant to the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementDebt Commitment Letter.

Financing. (a) Buyer has delivered to Seller (i) true, correct Parent a true and complete copies copy of the executed commitment letter, dated as Debt Commitment Letters. None of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject Debt Commitment Letters has been amended or modified in any manner prior to the terms and conditions thereofdate of this Agreement. Neither Buyer nor any of Affiliates has entered into any agreement, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject side letter or other arrangement relating to the redactions noted therein) copies financing of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate Closing Date Payments or the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters. Neither The proceeds of the Debt Financing Letter (both before and after giving effect to the exercise of any or Fee Letter has been amended or modified all “market flex” provisions related thereto), along with cash of the Buyer, will be sufficient to consummate the transactions contemplated hereby, including the making of all Closing Date Payments on the Closing Date and the making of any payments pursuant to Section 2.06. As of the date hereof, the respective commitments contained in the Financing Letter Debt Commitment Letters have not been withdrawn or rescinded in any respect. (b) . As of the date hereof, the Financing Letter is Debt Commitment Letters are in full force and effect and is the represent a valid, binding and enforceable obligation of The Laclede Group, Inc. Buyer and, to the knowledge of Buyer, each other party thereto, to provide the other parties financing contemplated thereby subject only to the satisfaction or waiver of the Financing LetterConditions and except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Authority before which any Action seeking enforcement may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity). Buyer has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Buyer or, to the knowledge of Buyer, any other party thereto, under any of the Debt Commitment Letters. As of the date hereof, Buyer has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as set forth in the Financing Letter Conditions. Buyer understands and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, acknowledges that under the Financing Letter or Fee Letter. As terms of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement, Buyer’s obligation to consummate the acquisition is not in any way contingent upon or otherwise subject to Buyer’s consummation of any financing arrangements, Buyer’s obtaining of any financing or the availability, grant, provision or extension of any financing to Buyer.

Financing. (a) Buyer As of the date of this Agreement, Parent has delivered to Seller the Company true, complete and correct copies of (i) true, correct and complete copies of the fully executed commitment letter, letter dated as of the date hereofhereof (together with all exhibits and schedules thereto and any fee letter related thereto, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Debt Commitment Letter”), ) from the Debt Financing Parties party thereto pursuant to which the counterparties thereto such Debt Financing Parties have committedagreed, subject to the terms and conditions thereof, to lend to Buyer provide debt financing in the amounts set forth therein (the “Financing”) therein, and (ii) true and correct (subject to the redactions noted therein) copies all of the executed fee letterletters related thereto, dated subject, in the case of such fee letters, to redaction solely of fee amounts, securities demand, “flex terms”, other economic terms and other provisions (including any dates related thereto) that are customarily redacted in connection with transactions of this type so long as no redaction covers terms that would reduce the amount of the date hereofDebt Financing below the amount required to satisfy the Financing Amount or adversely affects the conditionality, between Buyerenforceability, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (availability or termination of the Debt Financing. The debt financing contemplated by the Debt Commitment Letter is collectively referred to in this Agreement as the “Fee LetterDebt Financing.”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) Except as expressly set forth in the Debt Commitment Letter and in the unredacted portions of any fee letters, there are no conditions precedent to the obligations of the Debt Financing Parties to provide the Debt Financing that would permit the Debt Financing Parties to reduce the aggregate principal amount of the Debt Financing below an amount necessary to satisfy the Financing Amount, including any condition relating to the amount or availability of the Debt Financing pursuant to any “flex” provision. As of the date hereofof this Agreement, Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Financing Debt Commitment Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, on or prior to the Closing Date, nor does Parent have knowledge that any of Buyerthe Debt Financing Parties will not perform its obligations thereunder. As of the date of this Agreement, the other parties to the Financing Letter. There there are no conditions precedent side letters, understandings or other contingencies related agreements, contracts or arrangements of any kind to which Parent or Teton Merger Sub is a party relating to the funding of the full amount of the FinancingDebt Financing required to fund the Financing Amount, other than as expressly set forth in the Financing Debt Commitment Letter and the Fee unredacted portions of any fee letters and other than customary engagement letters and customary fee credit letters (in each case, the terms of which do not (i) reduce the amount of the Debt Financing below the amount required to fund the Financing Amount or (ii) impose any new or additional conditions or otherwise adversely amend, modify or expand any conditions precedent to the Debt Financing). (c) Assuming (x) the accuracy in all material respects of the representations and warranties set forth in Article IV and (y) the performance by the Company and its Subsidiaries of the covenants and agreements contained in this Agreement in all material respects, the Debt Financing, when funded in accordance with the Debt Commitment Letter and giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and original issue discount) shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s payment obligations under this Agreement and the Debt Commitment Letter, including the payment of the Merger Consideration, the payment of any debt required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Teton Merger (including the Payoff Amount), and any fees, expenses and other amounts of or payable by Parent or any of its Affiliates, in each case required to be paid on the Closing Date by Parent or Teton Merger Sub in connection with the transactions contemplated hereby (such amounts, collectively, the “Financing Amount”). (d) As of the date of this Agreement, each of the obligations set forth in the Debt Commitment Letter constitutes the legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, all the other parties thereto and such Debt Commitment Letter is legal, valid, binding and enforceable in accordance with their terms and is in full force and effect. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, which (with or without notice, lapse of time or both, ) would or would reasonably be expected to constitute a default default, breach or breach failure to satisfy a condition by Parent under the terms and conditions of the Debt Commitment Letter, and, as of the date of this Agreement, Parent has no reason to believe that the Debt Financing will not be available to Parent on the part date of Buyerthe Closing in an amount necessary to satisfy the Financing Amount. Parent has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Debt Commitment Letter on or before the date hereof, and will pay in full any such amounts due on or before the Closing Date. Except in accordance with the terms hereof, the Debt Commitment Letter has not been modified, amended or altered and, as of the date of this Agreement, none of the respective commitments thereunder have been terminated, reduced, withdrawn or rescinded in any respect, and, to the knowledge of BuyerParent, any other partyas of the date of this Agreement, under the Financing Letter no termination, reduction, withdrawal or Fee Letterrescission thereof is contemplated. As of the date hereofof this Agreement, Buyer reasonably believes that the conditions no modification or amendment to the Financing Debt Commitment Letter is contemplated (other than, in accordance with Section 6.15(c), to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Financing Debt Commitment Letter and as of the Fee Letter will be satisfieddate of this Agreement). (e) In no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Parent, at Teton Merger Sub or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Sellertheir respective Affiliates be a condition to any of Parent’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in Teton Merger Sub’s obligations under this Agreement.

Financing. (a) Buyer As of the date of this Agreement, Parent has delivered to Seller (i) the Company a true, correct and complete copies copy of the an executed equity commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, Parent and ▇▇▇▇▇ Fargo Securities, LLC Sponsor (the “Financing Equity Commitment Letter”), ) pursuant to which the counterparties thereto have Sponsor has committed, subject to the terms and conditions thereof, to lend invest in Parent, directly or indirectly, up to Buyer the cash amounts set forth therein (the “Financing”) and (ii) true and correct (subject to for the redactions noted therein) copies purpose of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate funding the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, (a) the Financing Equity Commitment Letter (i) is valid and in full force and effect and without amendment or modification, (ii) to the knowledge of Parent, is the valid, binding binding, and enforceable obligation of The Laclede GroupSponsor (except, Inc. andin any case, to as may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity), (iii) has not been withdrawn, terminated or rescinded in any respect, and (iv) the knowledge Equity Commitment Letter constitutes all of Buyerthe Contracts and arrangements entered into between Sponsor, on the one hand, and Parent and/or its Affiliates, on the other parties to hand, involving the availability of the funding in full of the Financing as contemplated by the Equity Commitment Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, (b) no event has occurred or circumstance exists which, which (with or without notice, lapse of time or both, would or ) would reasonably be expected to constitute a default or breach on the part of Buyer, Parent or Merger Subsidiary under the Equity Commitment Letter (assuming the accuracy of the representations and warranties and undertakings of the Company in this Agreement for such purposes). There are no conditions precedent related to the knowledge funding of Buyerthe equity financing arrangements contemplated by the Equity Commitment Letter, any other partythan as set forth in the Equity Commitment Letter. Assuming the satisfaction of the condition in Section (ii)(E) of Annex I hereto, the aggregate proceeds contemplated by the Equity Commitment Letter, together with available cash and other available funds of Parent and Merger Subsidiary and the Cash on Hand, will be sufficient for Merger Subsidiary and the Surviving Corporation to satisfy all of the obligations of Parent and Merger Subsidiary under this Agreement, including (i) purchasing the Financing Letter or Fee Lettershares tendered in the Offer at the Offer price and paying the Merger Consideration and the consideration payable pursuant to Section 3.05, (ii) procuring the D&O Insurance and (iii) paying all related fees and expenses of the Company and the Surviving Corporation required to be paid in connection with the consummation of the transactions contemplated by this Agreement. As of the date hereof, Buyer reasonably believes neither Parent nor Merger Subsidiary has any reason to believe that any of the conditions to the Financing contemplated in will not be satisfied or that the Financing Letter will not be available in full to Parent and Merger Subsidiary on the Fee Letter will be satisfied, at or prior to Closing Date (assuming the time contemplated hereunder for accuracy of the Closing, except that no representation or warranty is being made as to whether any representations and warranties and undertakings of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained the Company in this AgreementAgreement for such purposes).

Financing. (a) Buyer Parent has delivered to Seller the Company a correct and complete copy of (i) true, correct and complete copies of the an executed commitment letter, dated as of the date hereofhereof (as amended, between The Laclede Groupmodified, Inc.supplemented, ▇▇▇▇▇ Fargo Bankreplaced or extended from time to time after the date hereof in compliance with Section 6.13, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Commitment Letter”), from the lenders party thereto (including any lenders who become party thereto by joinder) (collectively, the “Lenders”) and other arrangers party thereto, pursuant to which the counterparties thereto Lenders have committedagreed, subject to the terms and conditions thereof, to lend to Buyer provide the debt amounts set forth therein (the debt financing contemplated by the Commitment Letter, together with any permitted Alternative Debt Financing, is collectively referred to herein as the “Debt Financing”) and (ii) true the fee letter referred to in the Commitment Letter (with only fee amounts, pricing caps and correct other economic terms redacted (subject none of which would adversely affect the amount or availability of the Debt Financing)) (as amended, modified, supplemented, replaced or extended from time to time after the date hereof in compliance with Section 6.13, the “Fee Letter”). (b) Except as expressly set forth in the Commitment Letter (or in the unredacted portions of the Fee Letter) delivered to the redactions noted therein) copies of the executed fee letterCompany, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related there are no conditions precedent to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As obligations of the date hereof, Lenders to provide the Debt Financing Letter is in full force and effect and is or any contingencies that would permit the valid, binding and enforceable obligation Lenders to reduce the total amount of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing LetterDebt Financing. There are no other agreements, side letters or arrangements relating to the Debt Financing to which Parent or any of its Subsidiaries is a party as of the date hereof which would impose conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as those set forth in the Financing Commitment Letter (or in the unredacted portions of the Fee Letter). As of the date hereof, Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Commitment Letter or the Fee Letter at the time it is required to consummate the Merger Closing hereunder, nor does Parent have Knowledge, as of the date hereof, that any of the Lenders will not perform their respective funding obligations under the Commitment Letter in accordance with its terms and conditions. (c) Each of the Commitment Letter and the Fee LetterLetter is a valid, binding and enforceable obligation of Parent and Merger Sub and, to the Knowledge of Parent, the other parties thereto, is in full force and effect, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date hereof, no event has occurred or circumstance exists whichthat, with or without notice, lapse of time time, or both, would or would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of BuyerParent or Merger Sub or, or to the knowledge Knowledge of BuyerParent, any the other party, parties thereto under the Financing terms and conditions of the Commitment Letter or under the Fee Letter. As Parent has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letter and Fee Letter on or before the date hereof, Buyer reasonably believes that and will pay in full any such amounts due on or before the conditions to the Financing contemplated in the Financing Closing Date. The Commitment Letter and the Fee Letter will be satisfiedhave not been modified, at altered or amended on or prior to the time contemplated hereunder date hereof. None of the commitments under the Commitment Letter have been withdrawn or rescinded prior to the date hereof. (d) The proceeds of the Debt Financing, if funded, together with available cash of Parent and Merger Sub, shall constitute sufficient funds for the Closingsatisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement on the Closing Date, except that no representation or warranty is being made as including the payment of the Offer Price in respect of each Share validly tendered and accepted in the Offer, the Merger Consideration and all other amounts to whether any be paid pursuant to this Agreement and the payment of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementall associated costs and expenses of the Offer and the Merger to be paid on the Closing Date.

Financing. (aSection 3.02(m) Buyer has delivered to Seller (i) of Parent’s Disclosure Schedule contains true, correct and complete copies copies, as of the date of this Agreement, of executed commitment letterletters, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC of this Agreement (the “Financing LetterDebt Commitment Letters”), pursuant from the lenders named therein to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts provide debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing”) and (ii) true and correct (subject to the redactions noted therein) copies ). None of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter Debt Commitment Letters has been amended or modified in any material respect (or, in respect of terms relating to conditionality or amounts, amended in any respect on terms that are less favorable to Parent or Merger Sub), no such amendment or modification is contemplated, and the respective commitments contained in the Financing Letter such letters have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter is . The Debt Commitment Letters are in full force and effect and is are the valid, binding and enforceable obligation obligations of The Laclede GroupParent and Merger Sub, Inc. and, and to the knowledge Knowledge of BuyerParent, the other parties thereto. The net proceeds contemplated by the Debt Financing, together with the proceeds of commercial paper or loans under existing revolving credit facilities of Parent and cash on hand of Parent at the Closing, will in the aggregate be sufficient for Parent and Merger Sub to pay the Financing Letter. There are no conditions precedent aggregate Cash Consideration (and any other repayment or refinancing of debt contemplated by this Agreement or the Debt Commitment Letters) and any other contingencies related amounts required to be paid in connection with the funding consummation of the full amount of the Financing, other than as set forth in the Financing Letter transactions contemplated by this Agreement and the Fee Letterto pay all related fees and expenses. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, Parent or to the knowledge of Buyer, any other party, Merger Sub under the Financing Letter or Fee Letter. As Debt Commitment Letters, and, as of the date hereofof this Agreement, Buyer reasonably believes Parent does not have any reason to believe that any of the conditions to the Debt Financing contemplated in will not be satisfied or that the Debt Financing Letter and will not be available to Parent or Merger Sub on the Fee Letter will be satisfied, at or prior date of the Closing. The Debt Commitment Letters contain all of the conditions precedent to the time contemplated hereunder for obligations of the Closing, except that no representation or warranty is being made as parties thereunder to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementmake the Debt Financing available to Parent on the terms therein.

Financing. (a) Buyer NASDAQ OMX has delivered to Seller (i) true, correct NYSE Euronext a true and complete copies fully executed copy of the executed commitment letter, dated as of the date hereofApril [ ], between The Laclede Group2011 among NASDAQ OMX and Bank of America, Inc.N.A., ▇▇▇▇▇▇▇ Fargo BankLynch, National AssociationPierce, and ▇▇▇▇▇▇ Fargo Securities& ▇▇▇▇▇ Incorporated, LLC UBS Loan Finance LLC, UBS Securities LLC, Nordea Bank AB (publ) and Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇ (publ) (the “NASDAQ OMX Financing Sources”), including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “NASDAQ OMX Commitment Letter”, and the provision of such funds as set forth in the NASDAQ OMX Commitment Letter, the “NASDAQ OMX Financing”), pursuant to which the counterparties thereto have committed, and subject to the terms and conditions thereof, thereof each of the NASDAQ OMX Financing Sources have severally agreed to lend to Buyer the amounts set forth therein (therein, for the “Financing”) and (ii) true and correct (subject purposes set forth in the NASDAQ OMX Commitment Letter. The NASDAQ OMX Commitment Letter has not been amended, restated or otherwise modified or waived prior to the redactions noted therein) copies date of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Associationthis Agreement, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the respective commitments contained in the Financing NASDAQ OMX Commitment Letter have not been withdrawn withdrawn, modified or rescinded in any respect. (b) respect prior to the date of this Agreement. As of the date hereofof this Agreement, the Financing NASDAQ OMX Commitment Letter is in full force and effect and is constitutes the validlegal, valid and binding and enforceable obligation of The Laclede GroupNASDAQ OMX, Inc. as applicable and, to the knowledge of BuyerNASDAQ OMX, each of the NASDAQ OMX Financing Sources. Subject to the terms and conditions of the NASDAQ OMX Commitment Letter, assuming the accuracy of NYSE Euronext’s representations and warranties contained in Section 3.1(b) and assuming compliance by NYSE Euronext in all material respects with its covenants contained in Article IV, the net proceeds contemplated from the NASDAQ OMX Financing, together with other parties to financial resources of NASDAQ OMX including cash on hand and marketable securities of NASDAQ OMX on the Financing Letter. There are no conditions precedent or other contingencies related to Closing Date, will, in the funding aggregate, be sufficient for the satisfaction of all of the full amount obligations of NASDAQ OMX under this Agreement, including the Financing, other than as set forth payment of any amounts required to be paid pursuant to Article II and of all fees and expenses reasonably expected to be incurred in the Financing Letter and the Fee Letterconnection herewith. As of the date hereofof this Agreement, (i) (assuming the accuracy of NYSE Euronext’s representations and warranties contained in Section 3.1(g)) no event has occurred or circumstance exists which, that (with or without notice, notice or lapse of time or both, ) would or would reasonably be expected to constitute a default breach or breach default, in each case, on the part of BuyerNASDAQ OMX under the NASDAQ OMX Commitment Letter or, or to the knowledge of Buyer, NASDAQ OMX any other party, under the Financing Letter or Fee Letter. As of the date hereofNASDAQ OMX Financing Sources, Buyer reasonably believes and (ii) subject to the satisfaction of the conditions contained in Section 5.1, NASDAQ OMX has no reason to believe that any of the conditions to the NASDAQ OMX Financing contemplated will not be satisfied or that the NASDAQ OMX Financing or any other funds necessary for the satisfaction of all of the obligations of NASDAQ OMX under this Agreement and of all fees and expenses reasonably expected to be incurred in connection herewith will not be available to NASDAQ OMX on the Financing Letter and the Fee Letter will Closing Date. NASDAQ OMX has fully paid all commitment fees or other fees required, as applicable, to be satisfied, at or paid prior to the time contemplated hereunder for date of this Agreement pursuant to the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementNASDAQ OMX Commitment Letter.

Financing. (a) Buyer Parent has delivered to Seller (i) the Company true, correct and complete copies of the executed commitment lettercopies, dated as of the date hereofof this Agreement, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC of (the “Financing Letter”), pursuant i) an executed Investment Agreement to which the counterparties thereto have committedprovide, subject to the terms and conditions thereoftherein, to lend to Buyer equity financing in the amounts aggregate amount set forth therein (being collectively referred to as the “Equity Financing”), and (ii) an executed Debt Commitment Letter to provide, subject to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing”, and together with the Equity Financing collectively referred to as the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as ). As of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by of this Agreement. Neither , neither the Financing Letter or Fee Investment Agreement nor Debt Commitment Letter has been amended or modified and the respective commitments contained in the Financing Letter such letters have not been withdrawn or rescinded in any respect. (b) . As of the date hereofof this Agreement, each of the Financing Letter Investment Agreement and the Debt Commitment Letter, in the form so delivered, is in full force and effect and is the valida legal, valid and binding and enforceable obligation of The Laclede GroupParent and Holdco, Inc. andrespectively, and to the knowledge of BuyerParent, the other parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. Parent has fully paid, or is paying, substantially contemporaneously with the execution and delivery of this Agreement, any and all commitment fees or other fees in connection with the Investment Agreement and the Debt Commitment Letter that are payable on or prior to the date of this Agreement. The net proceeds contemplated by the Financing Letter. There are no conditions precedent or other contingencies related Letters will, together with cash and cash equivalents available to the funding of the full amount of the Financing, other than as set forth Parent in the Financing Letter aggregate be sufficient to consummate the Transactions upon the terms contemplated by this Agreement and the Fee Letterto pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. As of the date hereofof this Agreement, Parent has no reason to believe that it or Holdco, as applicable, will be unable to satisfy any term or condition of closing to be satisfied by it contained in the Financing Letters. As of the date of this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerParent or Holdco under any term or condition of the Financing Letters or that would, individually or in the aggregate, permit the financial institutions party thereto to terminate, or to not make the knowledge initial funding of Buyerthe facilities to be established thereunder upon satisfaction of all conditions thereto; provided that none of Parent, Holdco, or Merger Sub are making any other party, under representations in this Section 4.14 regarding the effect of the inaccuracy of any of the representations and warranties in Article III. Except as set forth in the Financing Letter or Fee Letter. As Letters, there are no (i) conditions precedent to the respective obligation of the date hereofinvestors to fund the full amount of the Equity Financing; (ii) conditions precedent to the respective obligations of the lenders specified in the Debt Commitment Letter to fund the full amount of the Debt Financing; or (iii) contractual contingencies under any agreements, Buyer reasonably believes that the conditions side letters or arrangements relating to the Financing contemplated to which either Parent, Holdco, Merger Sub or any of their respective Affiliates is a party that would permit the lenders specified in the Debt Commitment Letter or the investors providing the Investment Agreement to reduce the total amount of the Financing Letter (other than retranching or reallocating the Debt Financing in a manner that does not reduce the aggregate amount of the Debt Financing), or that would materially and adversely affect the Fee Letter will be satisfied, at availability of the Debt Financing or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementEquity Financing.

Financing. (a) Buyer Parent has delivered to Seller (i) the Company true, correct and complete copies of the executed commitment lettercopies, dated as of the date hereofof this Agreement, between The Laclede Groupof (i) the executed securities purchase agreement from private investment funds affiliated with GTCR LLC as well as existing indirect owners of Parent (the “Equity Purchase Agreement”) to invest, Inc.subject to the terms and conditions therein, cash in the aggregate amounts set forth therein (the “Equity Financing”), (ii) an executed commitment letter and a Redacted Fee Letter from ▇▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇▇▇ Fargo SecuritiesSenior Funding, LLC Inc. and Barclays Bank PLC (the “Debt Commitment Letter” and, together with the Equity Purchase Agreement, collectively referred to as the “Financing LetterLetters”), pursuant to which the counterparties lenders party thereto (collectively, the “Lenders”) have committed, subject to the terms and conditions thereofset forth therein, to lend to Buyer debt financing in the amounts set forth therein (for the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies purposes of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate financing the transactions contemplated by this AgreementAgreement and related fees (being collectively referred to as the “Debt Financing”, and together with the Equity Financing, collectively referred to as the “Financing”). Neither None of the Financing Letter or Fee Letter Letters has been amended or modified prior to the date of this Agreement and as of the date of this Agreement, no such amendment or modification is contemplated (other than amendments or modifications that are permitted by Section 4.10), and as of the date of this Agreement, the respective obligations and commitments contained in the Financing Letter Letters have not been withdrawn or rescinded in any respect. . Except for fee letters and engagement letters with respect to the Financing, as of the date hereof, there are no side letters or agreements (bwhether written or oral) As to which Parent, Merger Sub or any of their Affiliates is a party related to the funding or investing, as applicable, of the Financing that could affect the availability of the Financing, or which include conditions precedent to the obligations of the parties thereunder, other than as expressly set forth in the Financing Letters delivered to the Company prior to the date hereof. Parent has fully paid or caused to be fully paid any and all commitment fees or other fees in connection with the Financing Letters that are payable on or prior to the date hereof, and as of the date hereof, the Financing Letter is Letters are in full force and effect and is are the legal, valid, binding and enforceable obligation obligations of The Laclede GroupCII, Inc. Parent and Merger Sub, as the case may be, and, to the knowledge Knowledge of BuyerParent or Merger Sub, each of the other parties to the Financing Letterthereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Letter and the Fee LetterLetters. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerCII, Parent or Merger Sub or, to the knowledge Knowledge of BuyerParent or Merger Sub, any other party, party thereto under any of the Financing Letter or Fee LetterLetters. As of the date hereof, Buyer reasonably believes Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Letters applicable to it or CII will not be satisfied. Assuming the Financing is funded in accordance with the Financing Letters, Parent and Merger Sub, in the Financing Letter aggregate and together with the available cash and cash equivalents of the Company, will have at and after the Closing funds sufficient to (i) pay the aggregate Merger Consideration, the aggregate Option Consideration and the Fee Letter will aggregate Company RSU Consideration, (ii) finance the repayment or refinancing of debt contemplated by this Agreement or either Financing Letter, (iii) pay any and all fees and expenses required to be satisfiedpaid by Parent, at or prior to Merger Sub and the time Surviving Corporation in connection with the Merger and the Financing, and (iv) satisfy all of the other payment obligations of Parent, Merger Sub and the Surviving Corporation contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementhereunder.

Financing. (a) Buyer has delivered to Seller Attached hereto as (i) true, Exhibit B is a complete and correct and complete copies copy of the executed commitment letterStock Purchase Agreement, dated as and (ii) Exhibit C is a complete and correct copy of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC Contribution Agreement. All of the agreements described in clauses (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”i) and (ii) true above are in full force and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, effect and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has not been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respectmodified. (b) The Special Committee has previously been provided with fully-executed commitment letters, highly confident letters and related documentation, copies of which are attached hereto as Exhibit D (the "Financing Commitment Letters"), from lenders (the "Lenders") relating to such debt financing as is necessary, together with the funds to be received by the Surviving Corporation pursuant to the Stock Purchase Agreement, to consummate the Merger, pay the cash amounts payable to the holders of Stock Options pursuant to Section 3.10, effect all re-financings of certain outstanding Indebtedness required as a result of the Merger or as required by the Financing Commitment Letters and pay the anticipated fees and expenses related to the Merger and the Related Transactions (the "Debt Financing"). On the date hereof, the Financing Commitment Letters are in full force and effect and have not been amended or modified in any respect. As of the date hereof, the Lenders have not advised Parent or any of its Affiliates of any facts which cause them to believe the financings contemplated by the Financing Letter Commitment Letters will not be consummated substantially in accordance with the terms thereof. (c) Parent has been informed by FPSH that FPSH has the necessary power and authority to call the funds necessary to make the equity commitment contemplated by the Stock Purchase Agreement and Financing Commitment Letters, without need for any consent or approval of any Person and without any other condition to be satisfied (excluding customary conditions that have been previously disclosed to the Special Committee and those conditions set forth in the equity commitment letter attached hereto as Exhibit F). Attached hereto as Exhibit F is the fully-executed equity commitment letter providing such equity commitment necessary to consummate the transactions contemplated by the Stock Purchase Agreement, in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred without amendment or circumstance exists whichmodification in any respect, with or without noticeprovided to FPSH by Fox Paine Capital Fund II, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement.L.P.

Financing. (a) Buyer has delivered to Seller (i) true, correct a true and complete copies copy of the executed commitment letterDebt Commitment Letter and Equity Commitment Letter, dated attached hereto as Exhibits A and B, respectively (including, in each case, the exhibits and annexes thereto). Neither of the Commitment Letters has been amended or modified in any manner prior to the date of this Agreement. Neither Buyer nor any of its Affiliates has entered into any agreement, side letter or other arrangement (other than customary engagement letters and fee letters that Buyer has delivered to Seller prior to the date hereof (with only fee amounts and the “market flex” provisions relating to the pricing and other economic terms of the Debt Financing redacted) relating to the Financing of the Purchase Price or the Sale Leaseback Financing, other than as set forth in the Commitment Letters or the Sale Leaseback Agreement. The aggregate proceeds of the Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto), when funded, together with the proceeds from the Sale Leaseback Financing, will be sufficient to consummate the transactions contemplated hereby, including the payment of the Purchase Price on the Closing Date. The respective commitments contained in the Equity Commitment Letter and, as of the date hereof, between The Laclede Groupthe Debt Commitment Letter, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As . Each of the Equity Commitment Letter and, as of the date hereof, the Financing Debt Commitment Letter is are in full force and effect and is the represent a valid, binding and enforceable obligation of The Laclede Group, Inc. Buyer and, to the knowledge of Buyer’s knowledge, each other party thereto, to provide the other parties financing contemplated thereby subject only to the satisfaction or waiver of the Financing LetterConditions and except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights and remedies generally, by general equitable principles or by the discretion of any Governmental Authority before which any Action seeking enforcement may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity). Assuming the accuracy of the representations and warranties of Seller contained in Article III and the representations and warranties set forth on Schedule 3.24, as of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Buyer or, to Buyer’s knowledge, any other party thereto under any of the Commitment Letters, other than any such default or breach that has been irrevocably waived by the relevant Financing Sources or the applicable Equity Investor, as the case may be, or otherwise cured. Buyer has fully paid (or caused to be paid) any and all commitment fees and other amounts that are required to be paid on or prior to the date of this Agreement in connection with the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth the Financing Conditions. The only conditions precedent or other contingencies related to the funding of the Debt Financing on the Closing Date that will be included in the Debt Financing Letter and Documents shall be the Fee Financing Conditions contained in the Debt Commitment Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, Buyer understands and acknowledges that under the Financing Letter or Fee Letter. As terms of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement, Buyer’s obligation to consummate the acquisition is not in any way contingent upon or otherwise subject to Buyer’s consummation of any financing arrangements, Buyer’s obtaining of any financing or the availability, grant, provision or extension of any financing to Buyer.

Financing. (a) Buyer will have, as of the date it is required to effect the Closing, cash on hand and/or access through the DIP Financing to funds sufficient to pay the Final Purchase Price and to effect all other transactions contemplated by this Agreement and the Ancillary Agreements. In no event shall the receipt by, or the availability of any funds to, Buyer or any of its Affiliates or any financing be a condition to Buyer’s obligation to consummate the transactions contemplated hereby. (b) Buyer has delivered to Seller (i) true, correct true and complete copies copies, including all exhibits, schedules or amendments thereto, of the fully executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”)DIP Credit Agreement, pursuant to which the counterparties thereto have committedwhich, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein, the DIP Lenders have committed to provide Loans (as defined in the DIP Credit Agreement) in the aggregate amounts described therein (which Loans are available and permitted to be incurred by the “Financing”) DIP Borrower and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it proceeds thereof used to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified herein and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respectAncillary Agreements (such Loans, the “DIP Financing”). (bc) As of the date hereof, the Financing Letter The DIP Credit Agreement is in full force and effect and is the valid, a valid and binding and enforceable obligation of the DIP Borrower and, to the Knowledge of Buyer, the other parties thereto, enforceable against the DIP Borrower and, to the Knowledge of Buyer, the other parties thereto in accordance with its terms (subject to the Enforceability Exceptions). Assuming (i) the DIP Financing is funded in accordance with the DIP Credit Agreement and (ii) the satisfaction of the conditions set forth in Article 6, the aggregate amount of the proceeds of the DIP Financing, together with cash on hand, will be sufficient to pay the Final Purchase Price and to effect all other transactions contemplated by this Agreement and the Ancillary Agreements (collectively, the “Required Amount”). The Laclede Groupobligations of the DIP Lenders to fund Loans under and as defined in the DIP Credit Agreement are not subject to any conditions, Inc. andother than as expressly set forth in Section 7 of the DIP Credit Agreement, or any contingencies that would permit the DIP Lenders to reduce the total amount of the DIP Financing other than mandatory prepayments as set forth in the DIP Credit Agreement. There are no side letters, understandings or other agreements, contracts or arrangements relating to the availability of the full amount of the DIP Financing, other than as expressly set forth in or contemplated by the DIP Credit Agreement. As of the date of this Agreement, Buyer has fully paid any and all fees and expenses required to be paid pursuant to the terms of the DIP Credit Agreement, to the extent the same are due and payable on or prior to the date hereof. As of the date of this Agreement, (x) the DIP Credit Agreement has not been amended or modified, and no such amendment or modification is contemplated, in each case, by Buyer or, to the Knowledge of Buyer, the other parties thereto, except as expressly permitted herein (including the DIP Amendment) and (y) the respective commitments have not been withdrawn, rescinded or terminated in any way, in each case, by Buyer or, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letterthereto. As of the date hereofof this Agreement and assuming the satisfaction of the condition set forth in Article 6, (i) no breach or event of default has occurred under the DIP Credit Agreement by Buyer or, to the Knowledge of Buyer, any other party thereto, and (ii) no event has occurred or circumstance exists which, that (with or without notice, lapse of time or both, would or ) would reasonably be expected to constitute a breach, default or breach on the part of Buyer, or failure to the knowledge of Buyer, satisfy any other party, condition precedent to funding under the Financing Letter DIP Credit Agreement by Buyer or Fee Letterits Affiliates. As of the date hereofof this Agreement and assuming the satisfaction of the condition set forth in Article 6, Buyer has no knowledge of any facts or circumstances that would reasonably believes that be expected to result in (i) any of the conditions to obtaining the DIP Financing contemplated set forth in the DIP Credit Agreement required to be satisfied by Buyer or its Affiliates not being satisfied on a timely basis or (ii) the DIP Financing Letter not being made available to the DIP Borrower on a timely basis in order to consummate the transactions contemplated by this Agreement and the Fee Letter will be satisfiedAncillary Agreements. (d) Assuming the satisfaction of the condition set forth in Article 6, at the payment of the Final Purchase Price and the consummation of all other transactions contemplated by this Agreement and the Ancillary Agreements, including the incurrence of the DIP Financing in connection therewith (if applicable), do not or, after giving effect to any amendment, modification, supplement or prior waiver to the DIP Credit Agreement that is necessary to cause the transactions contemplated by this Agreement to be permitted under the DIP Credit Agreement or to limit the conditions applicable to funding under the DIP Credit Agreement (any such amendment, modification, supplement or waiver, a “DIP Amendment”), will not (i) violate, conflict with or breach any provision of the DIP Credit Agreement, or (ii) require any consent of or other action by any Person under, constitute a default or an event that, with or without notice or lapse of time contemplated hereunder for or both, would constitute a violation, default or breach under, or cause or permit termination, cancellation, payment or acceleration under, any provision of the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this DIP Credit Agreement.

Financing. (a) Buyer The Acquirer has delivered to Seller (i) true, correct the Company true and complete copies of the (i) an executed commitment letter, letter dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC hereof (the “Financing Commitment Letter”” and, together with the Fee Letter (as defined below), as they may be amended, modified or replaced and together with all annexes, exhibits, schedules and other attachments thereto, the “Debt Financing Commitments”) pursuant to which the counterparties lender parties thereto have committedagreed, subject to the terms and conditions thereof, to lend provide or cause to Buyer be provided the debt amounts set forth therein (such amounts, the “Debt Financing”) and (ii) true the fee letters referred to in such commitment letter (with only fee amounts, dates, pricing caps, “market flex” and correct (subject to other economic terms redacted, none of which would adversely affect the redactions noted therein) copies amount or availability of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC Debt Financing) (the “Fee Letter”) related to ). As of the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by date of this Agreement. Neither , none of the Debt Financing Letter or Fee Letter Commitments has been amended or modified modified, and the respective commitments contained in the Debt Financing Letter Commitments have not been withdrawn or rescinded in any respect. (b) and, to the knowledge of the Acquirer, no withdrawal or rescission thereof is contemplated as of the date of this Agreement. As of the date hereofof this Agreement, the Debt Financing Letter is Commitments are in full force and effect and is constitute the validlegal, valid and binding and enforceable obligation of The Laclede Group, Inc. the Acquirer and, to the actual knowledge of Buyerthe Acquirer, the other parties thereto (except to the Financing Letterextent that enforceability may be limited by the Bankruptcy and Equity Exception). There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Debt Financing other than as expressly set forth in the Debt Financing Letter and the Fee LetterCommitments. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, that (with or without notice, notice or lapse of time time, or both, ) would or would reasonably be expected to constitute a breach or default or breach on under the part of BuyerDebt Financing Commitments by the Acquirer, or to the knowledge of Buyerthe Acquirer, any other party, under party to the Debt Financing Letter or Fee LetterCommitments. As of the date hereofof this Agreement, Buyer reasonably believes assuming the satisfaction of the Conditions, the Acquirer has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it and contained in the Debt Financing Commitments. The Acquirer has fully paid any and all commitment fees or other fees required by the terms of the Debt Financing Commitments to be paid on or before the date of this Agreement. Assuming the satisfaction of the Conditions and that the conditions to Debt Financing is funded in accordance with the Financing contemplated in terms of the Financing Letter and Commitment Letter, the Fee Letter Acquirer will be satisfiedhave, at the Closing Date, sufficient cash, available lines of credit or prior other sources of immediately available funds to satisfy the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementCash Funding Requirement.

Financing. (a) Buyer Parent has delivered to Seller (i) true, correct the Company a true and complete copies fully executed copy of the executed commitment letter, dated as of the date hereofNovember 23, 2008, between The Laclede GroupParent, Inc.Credit Suisse Securities (USA) LLC, ▇▇▇▇▇ Fargo Credit Suisse, Cayman Islands Branch, Wachovia Capital Markets, LLC and Wachovia Bank, National Association, including all exhibits, schedules and ▇▇▇▇▇ Fargo Securities, LLC amendments to such letter in effect as of the date of this Agreement (the “Financing Debt Commitment Letter”) (together with a true and complete copy of any “flex” provisions with respect to the financing contemplated by the Debt Commitment Letter), pursuant to which the counterparties thereto have committed, and subject to the terms and conditions thereof, thereof each of the parties thereto (other than Parent) has agreed to lend to Buyer the amounts set forth therein (the “Debt Financing”) and (ii) true and correct (subject to for the redactions noted therein) copies purpose of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate funding the transactions contemplated by this Agreement. Neither the Financing Letter or Fee The Debt Commitment Letter has not been amended amended, restated or otherwise modified prior to the date of this Agreement, and the respective commitments contained in the Financing Debt Commitment Letter have not been withdrawn withdrawn, modified or rescinded in any respect. (b) respect prior to the date of this Agreement. As of the date hereofof this Agreement, the Financing Debt Commitment Letter in the form so delivered is in full force and effect and is constitutes the validlegal, valid and binding and enforceable obligation of The Laclede Group, Inc. Parent and, to the knowledge of BuyerParent and Merger Sub, the other parties to the Financing Letterthereto. There are no conditions precedent or other contingencies (including pursuant to any “flex” provisions) related to the funding of the full amount of the Debt Financing, other than as expressly set forth in the Debt Commitment Letter. Assuming that the Debt Financing Letter is funded, Parent and Merger Sub shall have sufficient cash available as and when needed, subject to the terms hereof, to pay for the shares tendered pursuant to the Offer and the Fee Letteraggregate Merger Consideration, the aggregate Option Amount, the aggregate Stock Unit/Restricted Stock Amount, the aggregate Company Performance Unit Amount as well as make any and all other payments required in connection with the transactions contemplated by this Agreement. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerParent under the Debt Commitment Letter or, or to the knowledge of BuyerParent or Merger Sub, any other partyparty to the Debt Commitment Letter and, under the Financing Letter or Fee Letter. As as of the date hereofof this Agreement, Buyer reasonably believes neither Parent nor Merger Sub has any reason to believe that any of the conditions to the Debt Financing contemplated in to be satisfied by Parent or Merger Sub will not be satisfied or, assuming the Financing Letter Company’s compliance with this Agreement and the Fee Letter satisfaction of the Offer Conditions, that the Debt Financing will not be satisfied, at available to Parent on or prior to such time as Merger Sub is required to accept for payment and pay for shares of Company Common Stock validly tendered and not withdrawn pursuant to the time contemplated hereunder for Offer. Parent has fully paid all commitment fees or other fees required to be paid prior to the Closing, except that no representation or warranty is being made as date of this Agreement pursuant to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementthe Debt Commitment Letter.

Financing. (a) Buyer has delivered The financing required to Seller (i) trueconsummate the Merger, correct to refinance all existing indebtedness of Parent, Merger Sub and complete copies of the executed commitment letterCompany, dated as of in each to the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Associationextent required in order to consummate the Merger and the other Transactions, and ▇▇▇▇▇ Fargo Securitiesto pay related fees and expenses is collectively referred to in this Agreement as the “Financing”. Parent and Merger Sub received a commitment letter dated June 22, LLC 2006 (the “Financing Commitment Letter”), pursuant to which the counterparties thereto have committedfrom UBS Securities LLC, subject to the terms UBS Loan Finance LLC, Credit Suisse Securities (USA) LLC and conditions thereofCitigroup Global Markets, to lend to Buyer the amounts set forth therein Inc. (the “FinancingLenders”) and (ii) true relating to the commitment of the Lenders to provide the Financing. Parent has provided the Company with a complete and correct (subject to the redactions noted therein) copies copy of the executed fee such letter, dated as . As of the date hereofof this Agreement, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, Parent and ▇▇▇▇▇ Fargo Securities, LLC (Merger Sub have no reason to believe that any of the “Fee Letter”) related conditions to the Financing. At Financing will not be satisfied or that the Closing, Buyer funds for the Financing will have sufficient funds to enable it to consummate not be available on a timely basis for the transactions contemplated by this Agreement. Neither At the Financing Letter or Fee Letter has been amended or modified Effective Time, Parent and Merger Sub will have available all of the commitments contained in funds necessary for the Financing Letter have not been withdrawn or rescinded in any respectacquisition of all shares of Common Stock pursuant to the Merger and to perform their respective obligations under this Agreement. (b) As Immediately after the Effective Time and after giving effect to any change in the Surviving Corporation’s assets and liabilities as a result of the date Merger, the Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the fair saleable value of its assets is less than the amount required to pay its probable liability on existing debts as they mature), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred liabilities beyond its ability to pay as they become due. For purposes hereof, the Financing Letter is Company will be deemed to be “Insolvent” if any of the conditions described in full force and effect and is the validclause (i), binding and enforceable obligation of The Laclede Group, Inc. and, (ii) or (iii) above are applicable to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or Company prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementEffective Time.

Financing. Parent has available cash resources and financing in an amount sufficient to enable Purchaser to purchase Company Shares pursuant to the Offer and to consummate the Merger. Without limiting the foregoing: (a) Buyer Purchaser has delivered to Seller (i) true, correct the Company a true and complete copies copy of the an executed commitment letterletter dated March 24, dated as of the date hereof, between The Laclede Group, Inc., 2007 from ▇▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇▇▇ Fargo SecuritiesSenior Funding, LLC Inc. and CitiGroup Global Markets, Inc. (the “Financing Debt Commitment Letter”), pursuant to which the counterparties lender parties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein for the purpose of funding the consideration payable by Parent and the Purchaser in respect of the Company Shares and Company Options (the “Debt Financing”). As of the date of this Agreement: (i) the Debt Commitment Letter has not been amended or modified; and (ii) true and correct (subject to the redactions noted therein) copies none of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Debt Commitment Letter have not has been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding by such lenders of the full amount of the Debt Financing, other than as set forth in or contemplated by the Financing Letter and the Fee Debt Commitment Letter. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on and assuming the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As accuracy of the date hereofCompany’s representations set forth in this Agreement and the Company’s compliance with its covenants set forth in this Agreement, Buyer reasonably believes in each case such that the conditions to the Debt Financing contemplated by the Debt Commitment Letter are satisfied, neither Parent nor Purchaser has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Commitment Letter. Parent or Purchaser will fully pay any and all commitment fees that are incurred and are due and payable in connection with the Debt Financing Letter as and the Fee Letter will be satisfied, at or prior when they become payable. In accordance with Paragraph 4 of Annex II to the time contemplated hereunder for Debt Commitment Letter, on April 26, 2007, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., CitiGroup Global Markets, Inc., and other members of the Closinglender syndicate arranged under the terms of the Debt Commitment Letter, except that no representation or warranty entered into a consent in the form attached hereto as Exhibit C.” Exhibit A of this Amendment is being made hereby appended to the Merger Agreement as Exhibit C to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this the Merger Agreement.

Financing. (a) Buyer Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to consummate an equity financing with net proceeds of no less than $1,100,000,000 (the “Equity Amount”) as soon as reasonably practicable after the date of this Agreement. (b) In the event that Acquiror has delivered not consummated an equity financing with net proceeds equal to Seller or greater than the Equity Amount by the 10th Business Day following the date of this Agreement, then Acquiror shall pay to AT&T, as liquidated damages and not as a penalty, on the 11th Business Day following the date of the Agreement and on every 7th day thereafter (or on next Business Day if such day is not a Business Day) the Weekly Amount in immediately available funds to an account designated by AT&T; provided, however, that Acquiror’s obligation to pay to AT&T the Weekly Amount shall terminate (and no further Weekly Amount payments shall come due or be payable) upon the earliest to occur of (i) true, correct and complete copies of the executed commitment letter, dated as of the date hereofon which the equity financing described in Section 9.11(a) is consummated, between The Laclede Group(ii) the Initial Closing Date and (iii) the termination of this Agreement in accordance with its terms. For the purposes of this Agreement, Inc.“Weekly Amount” means, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (i) for the “Financing Letter”first payment due pursuant to this Section 9.11(b), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) $1,000,000 and (ii) true and correct (subject for each payment due pursuant to this Section 9.11(b) thereafter, an amount equal to $1,000,000 plus the redactions noted therein) copies amount due in respect of the executed fee letterimmediately preceding payment (whether or not paid). For the avoidance of doubt, dated as no amounts that become payable to AT&T pursuant to this Section 9.11(b) shall be credited against the Consideration or otherwise reimbursable to Acquiror. From and after the consummation of the date hereofequity financing with net proceeds of no less than the Equity Amount, between BuyerAcquiror shall maintain available cash, ▇▇▇▇▇ Fargo Bank, National Association, committed financing (including under any portion of Debt Financing Commitment) and ▇▇▇▇▇ Fargo Securities, LLC (available capacity under its existing revolving credit facility sufficient in the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds aggregate to enable it Acquiror and the Tower Operator to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respecthereby. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement.

Financing. (a) Subject to Section 10.7, each of Buyer and Merger Sub acknowledges that its obligations under this Agreement are not contingent upon or subject to any conditions regarding their ability to obtain financing in connection with the consummation of the Merger. Concurrently with or prior to the execution and delivery of this Agreement, Buyer has delivered to Seller (i) true, the Company a correct and complete copies copy of a debt commitment letter (together, along with any amendments, replacements (in whole or in part) exhibits, annexes and schedules thereof, the executed commitment letter“Debt Commitment Letter”), dated as of the date hereof, between The Laclede Groupamong JPMorgan Chase Bank N.A. (collectively, Inc.with all of its Affiliates, ▇▇▇▇▇ Fargo Bankpermitted assigns pursuant to the Debt Commitment Letter and any other financial institutions that become a party to the Debt Commitment Letter in accordance with the terms thereof, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Debt Financing LetterSources”)) and Buyer, pursuant to which the counterparties thereto have committedwhich, but subject to the terms and conditions thereofof which, the Debt Financing Sources have committed to lend provide or cause to be provided debt financing to Buyer in the amounts set forth therein (the “Debt Financing”). Assuming the Debt Financing is funded at the Closing and subject to the satisfaction of the conditions set forth in the Debt Commitment Letter and this Agreement, Buyer will have available on the Closing Date all funds necessary to (i) pay the Initial Merger Consideration and all other amounts payable hereunder as of the Closing, (ii) true pay any fees and correct expenses payable by Buyer in connection with the transactions contemplated hereby and (subject to iii) satisfy any of its other payment obligations hereunder. The Debt Commitment Letter and the redactions noted therein) copies of the executed fee letter, dated commitments made thereunder are in full force and effect as of the date hereofhereof and have not been withdrawn, between Buyerterminated or rescinded, ▇▇▇▇▇ Fargo Bankor otherwise amended or modified, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (in any respect that would reduce the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient amount of funds to enable it available to consummate the transactions contemplated by this Agreementhereby and to pay related fees and expenses. Neither the Financing The Debt Commitment Letter or Fee Letter has been amended or modified constitutes a legal, valid and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. Buyer and, to the knowledge of Buyer, the Debt Financing Sources. Buyer has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date hereof. The obligations of the counterparties to the Debt Commitment Letter to fund the commitments thereunder are not subject to any conditions precedent other than as set forth therein. As of the date hereof, none of the parties to the Financing Letter. There are no conditions precedent Debt Commitment Letter has notified Buyer in writing of its intention to (i) terminate the commitment set forth in the Debt Commitment Letter or other contingencies related to the funding of (ii) not provide the full amount of the FinancingDebt Financing at Closing as contemplated by the applicable Debt Commitment Letter (subject to the terms of, other than as and following the satisfaction of, the conditions set forth in the Financing Letter and the Fee Lettertherein). As of the date hereof, no event has occurred or circumstance exists which, that (with or without notice, lapse of time time, or both, ) would or would reasonably be expected to constitute a breach or default or breach on under the part of BuyerDebt Commitment Letter by Buyer or, or to the knowledge of Buyer, any other party, under the Debt Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementSources.

Financing. (a) Buyer As of the date hereof, ▇▇▇▇▇ has delivered to Seller (i) true, correct a true and complete copies copy of the executed commitment letterBuyer Credit Agreement, dated together with all exhibits, schedules and annexes thereto, as of amended, modified, supplemented or replaced from time to time in whole or in part), from the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Debt Financing Letter”)Sources party thereto, pursuant to which the counterparties thereto have committed, and subject to the terms and conditions thereof, the Debt Financing Sources committed to lend to Buyer the amounts set forth under the Buyer Credit Agreement under the terms and conditions set forth therein (the “Debt Financing”) and (ii) true executed letters of intent or their equivalent from the lenders under the Buyer Credit Agreement indicating their intention to provide an amendment or consent under the Buyer Credit Agreement to permit proceeds of the Buyer Credit Agreement to be used to fund all or a portion of the Purchase Price (the “Letter of Intent”). Assuming the satisfaction of the conditions set forth in Section 7.1 and correct Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the redactions noted therein) copies satisfaction or waiver of such conditions), satisfaction of the executed fee letterfunding conditions set forth in the Buyer Credit Agreement (as it may be amended in connection with the Letter of Intent), dated and the consummation of an amendment or waiver to the Buyer Credit Agreement as contemplated by the Letter of Intent, Buyer will have sufficient immediately available funds on or prior to the date hereof, between Buyer, Closing to pay all amounts required to be paid by ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (under ARTICLE II in connection with or as a result of the “Fee Letter”) related to Closing or otherwise in connection with the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions Transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified , and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. to pay all of its related fees and expenses (b) As of the date hereofsuch sufficient immediately available funds, the Financing Letter “Funds”). The Buyer Credit Agreement is in full force and effect and is the a valid, binding and enforceable obligation of The Laclede Group, Inc. Buyer and, to the knowledge of Buyer, the each other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letterparty thereto. As of the date hereof, (i) the Buyer Credit Agreement is in full force and effect, has not been amended, modified, supplemented, terminated, rescinded or replaced in any respect, (ii) no such amendment, modification, supplement, withdrawal, termination, rescission or replacement is contemplated except as contemplated by the Letter of Intent, (iii) the commitments contained in the Buyer Credit Agreement have not been withdrawn, terminated, repudiated or rescinded in any respect or amended or modified and, to the knowledge of Buyer, no such withdrawal, termination, amendment, modification, repudiation or rescission is contemplated, (iv) the Excess Availability (as defined in the Buyer Credit Agreement as in effect on the date hereof) is $84.5 million and (v) assuming the satisfaction of the conditions precedent set forth in ARTICLE VII, no event has occurred or circumstance exists which, which (with or without notice, lapse of time or both, would or would ) could reasonably be expected to constitute a default or breach on the part of Buyer, under any term or to condition of the Buyer Credit Agreement. To the knowledge of Buyer, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, or could reasonably be expected to, (i) constitute or result in a breach or default on the part of any other party, under party to the Buyer Credit Agreement or (ii) otherwise result in any portion of the Debt Financing Letter or Fee Letternot being available when required pursuant to the terms of the Buyer Credit Agreement. As of the date hereofhereof and assuming compliance by Seller and consummation of an amendment or waiver to the Buyer Credit Agreement as contemplated by the Letter of Intent, Buyer reasonably believes that the Company and its Subsidiaries and their respective Representatives with their respective obligations under this Agreement and satisfaction of the conditions to this Agreement required to be satisfied by such Persons, Buyer has no reason to believe that the Financing contemplated in the Financing Letter and the Fee Letter will Funds shall not be satisfied, at or prior to the time contemplated hereunder for available as of the Closing. In no event shall the receipt by, except that no representation or warranty is being made as to whether the availability of any funds or financing to, Buyer or any of Sellerits Affiliates or any other financing be a condition to Buyer’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementobligation to consummate the Transactions.

Financing. (a) Buyer As of the date hereof and at all times prior to the Closing, Purchaser has delivered all funds necessary to Seller and/or access to borrowing facilities, including the Purchaser Credit Facility, sufficient to, and, on the Closing Date and as of the Closing, shall have all funds necessary to, (i) true, correct consummate the Sale and complete copies of the executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) other transactions contemplated hereby and (ii) true pay (A) the Purchase Price and correct (subject B) all other cash amounts required to be paid at or in connection with the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate Closing in connection with the transactions contemplated hereby and by the Ancillary Agreements (such amount, collectively, the “Specified Amount”). When so required to pay or otherwise perform, as applicable, Purchaser will be able to pay or otherwise perform the obligations of Purchaser and any of its Affiliates under this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified Agreement and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respectAncillary Agreements. (b) As of the date hereof, the Financing Letter Purchaser Credit Facility is in full force and effect and is the valida legal, valid and binding and enforceable obligation of The Laclede Groupeach party thereto, Inc. andenforceable in accordance with its terms, subject to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee LetterEnforceability Exceptions. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a default or breach on the part of Buyerany Loan Party (as defined in the Purchaser Credit Facility) under any term or condition of the Purchaser Credit Facility, (ii) constitute or result in a failure to satisfy a condition precedent or other contingency to borrowing set forth in the Purchaser Credit Facility or (iii) to the knowledge Knowledge of BuyerPurchaser, otherwise result in any other party, portion of the revolving credit commitments under the Financing Letter Purchaser Credit Facility being unavailable on or Fee Letterbefore the Closing Date. There are no conditions or contingencies relating to Purchaser’s ability to borrow under the Purchaser Credit Facility on or before the Closing Date, other than as set forth in the Purchaser Credit Facility. As of the date hereof, Buyer reasonably believes that Purchaser has no reason to believe any of the conditions or contingencies relating to any Borrower’s borrowing of an amount that when added to cash on hand equals the Financing contemplated in Specified Amount under the Financing Letter and the Fee Letter will be satisfied, at Purchaser Credit Facility on or prior to the Closing Date will not be satisfied at any time contemplated hereunder for on or prior to such date. Purchaser has fully paid any and all amounts required by the Purchaser Credit Facility to be paid on or prior to the date of this Agreement. As of the date hereof, the Commitment Amount (as defined in the Purchaser Credit Facility) available to be borrowed by the Borrowers as Revolving Loans (as defined in the Purchaser Credit Facility) (the Commitment Amount in excess of the amount of Total Outstandings (as defined in the Purchaser Credit Facility) from time to time, the “Available Credit”) under the Purchaser Credit Facility plus cash on hand is equal to at least the Specified Amount. (c) As of the Closing, except after giving effect to any indebtedness being incurred on or prior to such date in connection herewith, and assuming satisfaction of the conditions set forth in Section 8.2(a), the Purchaser, Middleby, their respective Subsidiaries and the Transferred Companies, all on a consolidated basis, will not (i) be insolvent (either because their financial condition is such that no representation the sum of their debts (including a reasonable estimate of the amount of all contingent liabilities of the consolidated group) is greater than the fair value of their assets, or warranty is being made because the present fair salable value of their assets will be less than the amount required to pay their probable liability on their debts as they become absolute and matured), (ii) have unreasonably small capital with which to whether any of Seller’s representations engage in their business or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement(iii) have incurred debts beyond their ability to pay as they become absolute and matured.

Financing. (a) Attached hereto as Section 6.8 of the Buyer has delivered to Seller (i) true, Disclosure Schedule are true and correct and complete copies of the executed commitment letter, dated as of letters and redacted fee letters from the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC financial institutions identified therein (the “Financing LetterCommitment Letters”), pursuant ) to which the counterparties thereto have committedprovide, subject to the terms and conditions thereoftherein, to lend debt financing to Buyer in the amounts set forth therein (being collectively referred to as the “Financing”). The Commitment Letters are (i) legal, valid and binding obligations of Buyer and Merger Sub and, to the Knowledge of Buyer and Merger Sub, each of the parties thereto, and (ii) true enforceable in accordance with their respective terms against Buyer and correct (subject Merger Sub and, to the redactions noted therein) copies Knowledge of Buyer and Merger Sub, each of the executed fee letterother parties thereto. Assuming the Financing is funded in accordance with the Commitment Letters, dated as the proceeds received by Buyer or Merger Sub, together with other financial resources of Buyer or the date hereofMerger Sub, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (will be sufficient to pay the “Fee Letter”) related amounts required to the Financing. At the Closing, be paid by Buyer will have sufficient funds to enable it to consummate the transactions contemplated by under this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and The obligations to fund the commitments contained under the Commitment Letters are not subject to any condition or any other contingency, other than in each case the conditions set forth in the Financing Letter have not been withdrawn or rescinded in any respect. (b) Commitment Letters. As of the date hereofof this Agreement, neither Buyer nor Merger Sub has any reason to believe that any of the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties conditions to the Financing Letterwill not be satisfied or that the Financing will not be available to Buyer or Merger Sub on the Closing Date; provided, that Buyer is not making any representation regarding the accuracy of the representations and warranties set forth in Article V or compliance by the Company with its obligations hereunder. There are no conditions precedent side letters or other contingencies agreements or arrangements to which Buyer or any of its Affiliates is a party related to the funding of the full amount of the Financing, Financing other than as expressly set forth in the Financing Letter Commitment Letters and any customary engagement letter and non-disclosure agreements that do not impact the conditionality or amount of the Financing. Prior to the date hereof, none of the Commitment Letters has been amended or modified, and the Fee Letterrespective obligations and commitments contained in the Commitment Letters have not been withdrawn or rescinded in any respect. As Each Commitment Letter is in full force and effect as of the date hereof, no event and has occurred or circumstance exists whichbeen executed by Buyer and, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer’s Knowledge, any each other party, under the Financing Letter or Fee LetterPerson party thereto. As of the date hereof, All commitment and other fees required to be paid by Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at on or prior to the time contemplated hereunder for date hereof under or in respect of the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementCommitment Letters have been paid.

Financing. (a) Concurrently with the execution of this Agreement, Buyer has delivered to Seller (i) true, correct true and complete copies of the fully executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC letters (the “Financing LetterCommitment Letters”), pursuant to which the counterparties thereto have committed, subject to ) providing the terms and conditions thereofupon which all parties thereto (other than Buyer), in each case in their respective capacities thereunder (including any such party that joins any Commitment Letter after the original execution thereof by joinder or other similar documentation), whether acting as administrative agent, collateral agent, syndication agent, documentation agent, bookrunner, arranger, initial lender, lender or commitment party (collectively, the “Lenders”) have committed to lend to provide the full amount of debt financing, when taken together with Buyer’s other sources of funds, required by Buyer the amounts set forth therein in connection with this Agreement (the “Financing”) ). The Commitment Letters are in full force and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated effect as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by of this Agreement. Neither The obligations to fund the Financing Letter or Fee Letter has been amended or modified and full amount of the commitments contained under the Commitment Letters are not subject to any conditions other than as set forth in the Financing Letter Commitment Letters. There is no fact or occurrence existing as of the date of this Agreement that makes any of the assumptions or statements set forth in the Commitment Letters inaccurate or that causes the Commitment Letters to be ineffective with respect to Buyer or that precludes or is reasonably likely to preclude the satisfaction of the conditions set forth in the Commitment Letters. All commitment and other fees required to be paid under the Commitment Letters on or prior to the date hereof have been paid, and Buyer is not been withdrawn (with or rescinded without notice or lapse of time, or both) in breach or default in any respectrespect thereunder. (b) As of the date hereof, assuming the accuracy of the representations and warranties of Seller set forth herein and compliance by Seller with its covenants and obligations set forth herein, Buyer has no reason to believe that it (or its Affiliates) will be unable to comply on a timely basis with any covenant, or satisfy on a timely basis any condition, contained in the Commitment Letters required to be complied with or satisfied by Buyer (or its Affiliates) and has no reason to believe that any portion of the Financing Letter is in full force will not be made available to Buyer on the Closing Date. (c) Subject to its terms and effect and is the validconditions, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, when funded in accordance with the Commitment Letters, will provide Buyer with acquisition financing on the Closing Date sufficient, when taken together with Buyer’s other than as set forth sources of funds (the use or receipt of which is not and will not be subject to any conditions or restrictions) to consummate the transactions contemplated by this Agreement on the terms contemplated hereby, including, for the avoidance of doubt, to pay the Purchase Price and all related fees and expenses in the Financing Letter connection with this Agreement and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing transactions contemplated in the Financing Letter and the Fee Letter will be satisfied, hereby at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement.

Financing. (a) The Buyer has delivered to Seller (i) true, correct and complete copies of obtained the executed commitment letter, letter dated as of the date hereof, between The Laclede Groupa copy of which was provided to Nortek, Inc., from ▇▇▇▇▇▇-▇▇▇▇▇▇ Fargo BankCapital, National Association, and ▇▇▇▇▇ Fargo Securities, LLC Inc. (the “Financing Letter”"Equity Provider"), pursuant to which an Affiliate of the counterparties thereto have committed, subject to the terms and conditions thereofBuyer, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate provide equity financing in connection with the transactions contemplated by this AgreementAgreement (the "Equity Commitment Letter"). Neither the Financing Letter or Fee The Equity Commitment Letter has been amended or modified duly authorized and the commitments contained executed by all parties thereto and is in the Financing Letter have not been withdrawn or rescinded in any respectfull force and effect. (b) As of The Buyer has obtained the date hereofcommitment letter attached hereto as Exhibit 3.6(b) from UBS Securities LLC and UBS Loan Finance LLC (collectively, the Financing "Debt Providers") to provide the amount of debt financing set forth therein in connection with the transactions contemplated by this Agreement (the "Debt Commitment Letter," and together with the Equity Commitment Letter, the "Commitment Letters"). The Debt Commitment Letter is in full force has been duly authorized and effect and is executed by the valid, binding and enforceable obligation of The Laclede Group, Inc. Buyer and, to the knowledge of the Buyer, by the other parties Debt Providers, and is in full force and effect. The obligations of the Debt Providers to fund the Financing commitments under the Debt Commitment Letter are not subject to any condition which is not set forth expressly in the Debt Commitment Letter. There are no conditions precedent The Buyer is not aware of any fact, circumstance or other contingencies related to the funding occurrence that makes any of the full amount of the Financing, other than as assumptions or statements set forth in the Financing Debt Commitment Letter and inaccurate in any material respect or that causes the Fee Letter. As of the date hereofDebt Commitment Letter to be ineffective; provided, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether by the Buyer respecting any fact, circumstance or occurrence that constitutes a breach of Seller’s representations the Sellers' representations, warranties or warranties are true or correct or whether Seller has complied with its covenants contained in under this Agreement. (c) The Commitment Letters provide the Buyer with aggregate financing in an amount sufficient to enable the Buyer to pay the Purchase Price and pay all contemplated fees and expenses related to the transactions contemplated by this Agreement and, to the knowledge of the Buyer, to provide adequate working capital for the Transferred Companies. Subject to the provisions of the Commitment Letters, as of the date hereof and based upon information provided by the Equity Provider and the Debt Providers, the Buyer expects to receive the funding contemplated by the Commitment Letters not later than February 27, 2004. To the knowledge of the Buyer, upon the consummation of the transactions contemplated hereby, the Buyer and each of the Transferred Companies will not: (i) be insolvent or left with unreasonably small capital, (ii) have incurred debts beyond their ability to pay such debts as they mature, or (iii) have their capital impaired.

Financing. (a) Buyer has delivered to Seller (i) a true, correct and complete copies copy, of the executed commitment letterletter (including all exhibits, schedules and amendments thereto), dated as May 4, 2013 (the “Debt Commitment Letter”), among Buyer and Bank of the date hereofAmerica, between The Laclede Group, Inc.N.A., ▇▇▇▇▇▇▇ Fargo BankLynch, National AssociationPierce, and ▇▇▇▇▇▇ Fargo Securities& ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇ Sachs Bank USA, Credit ▇▇▇▇▇▇ ▇▇, Table of Contents Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Royal Bank of Canada, UBS Loan Finance LLC and UBS Securities LLC (together with any agent or arranger affiliated therewith, the “Debt Financing LetterSources”), pursuant to which the counterparties thereto have committedwhich, and subject to the terms and conditions thereof, the Debt Financing Sources have agreed and committed to lend provide the financing to Buyer the amounts set forth therein on or prior to the Closing Date (the “Debt Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing). At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing The Debt Commitment Letter is (a) in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. Buyer and, to the knowledge of Buyer, the other parties to thereto, and (b) has not been amended, restated or otherwise modified or waived and the Financing Lettercommitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as expressly set forth in the Financing Letter and the Fee Debt Commitment Letter. As of Buyer has fully paid all fees required to be paid prior to the date hereof, no of this Agreement pursuant to the Debt Commitment Letter. No event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerBuyer or, or to the knowledge of Buyer, any other partyparties thereto, under the Financing Letter or Fee Debt Commitment Letter. As of the date hereof, Buyer reasonably believes is not aware of any fact, occurrence or condition that makes any of the assumptions or statements set forth in the Debt Commitment Letter inaccurate, nor does it have any reason to believe that any of the conditions to the Debt Financing contemplated in will not be satisfied or that the Debt Financing Letter will not be available to Buyer on the Closing Date. (b) Buyer has delivered to Seller a true, correct and complete copy, of the Fee Letter will be satisfiedexecuted commitment letter (including all exhibits, at schedules and amendments thereto), dated May 4, 2013 (the “Equity Commitment Letter”, and, together with the Debt Commitment Letter, the “Commitment Letters”), among Buyer, Onex Partners III LP (the “Sponsor”), and Seller, pursuant to which, and subject to the terms and conditions thereof, the Sponsor has agreed and committed to provide the equity financing to Buyer set forth therein on or prior to the Closing Date (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter is (a) in full force and effect and is the valid, binding and enforceable obligation of Buyer and, to the knowledge of Buyer, the other parties thereto, and (b) has not been amended, restated or otherwise modified or waived and the commitments contained in the Equity Commitment Letter have not been withdrawn, modified or rescinded in any respect. There are no conditions precedent to the funding of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. No event has occurred which, with or without notice, lapse of time contemplated hereunder or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer or, to the knowledge of Buyer, any other parties thereto, under the Equity Commitment Letter. As of the date hereof, Buyer is not aware of any fact, occurrence or condition that makes any of the assumptions or statements set forth in the Equity Commitment Letter inaccurate, nor does it have any reason to believe that any of the conditions to the Equity Financing will not be satisfied or that the Equity Financing will not be available to Buyer on the Closing Date. The Equity Commitment Letter provides, and will continue to provide, that the Seller and the Company Group are third party beneficiaries thereof and are entitled to enforce the Equity Commitment Letter. (c) Subject to the terms and conditions of the Debt Commitment Letter and the Equity Commitment Letter, the net proceeds of the Debt Financing, together with the net proceeds of the Equity Financing will, in the aggregate, be sufficient for the Closing, except that no representation or warranty is being made as to whether any satisfaction of Sellerall of Buyer’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in obligations under this Agreement, including the payment of any amounts required to be Table of Contents paid by Buyer pursuant to Article 1 and of all fees and expenses required to be paid by Buyer and reasonably expected to be incurred in connection herewith. As of the date hereof, there are no side letters or other agreements related to the funding of the Financings other than as expressly contemplated by the Commitment Letters. Buyer has fully paid any and all commitment fees or other fees in connection with the Financings that are payable on or prior to the date hereof.

Financing. (a) The Buyer or an Affiliate of the Buyer has delivered to Seller received (i) true, correct and complete copies of the executed commitment letterletters from Credit Suisse Securities (USA) LLC and Credit Suisse, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committedcommitting, subject to the terms and conditions thereoftherein, to lend provide an aggregate of up to $440 million of debt financing to the Buyer (collectively, the amounts set forth therein (the “Financing”"Debt Commitment Letters") and (ii) true and correct (an executed commitment letter from certain affiliates of the Buyer, committing, subject to the redactions noted terms and conditions therein) , to provide equity financing to the Buyer in connection with the transactions contemplated hereby (the "Equity Commitment Letter"). True and correct copies of the executed fee letterDebt Commitment Letters and Equity Commitment Letter are attached hereto as Exhibit F. Neither the Debt Commitment Letters nor the Equity Commitment Letter have been amended or modified prior to the date of this Agreement, dated nor is any such amendment or modification contemplated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and none of the commitments contained in the Financing Letter therein have not been withdrawn or rescinded rescinded, or threatened to be withdrawn or rescinded, in any respect. (b) As respect as of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financingfinancing contemplated by the Debt Commitment Letters and the Equity Commitment Letter, other than as set forth in the Financing Letter and the Fee Lettertherein. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, the Buyer or to its Affiliates under either the knowledge of Buyer, any other party, under Debt Commitment Letters or the Financing Letter or Fee Equity Commitment Letter. As of the date hereof, the Buyer reasonably believes has no reason to believe that (i) any of the conditions to the Financing financings contemplated in by the Financing Letter Debt Commitment Letters and the Fee Equity Commitment Letter will not be satisfied, at or prior (ii) any such financing will not be made available to the time Buyer on the Closing Date on the terms and subject to the conditions contained therein. The Buyer will have sufficient funds to pay (i) the Purchase Price, (ii) to repay the Designated Indebtedness, (iii) to pay all of its related fees and expenses and (iv) to pay all amounts required to be paid to the holders of the Senior Notes in connection with the Change in Control Offer (as such term is defined in the Indenture) as contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementby Section 7.06(a) hereof.

Financing. This Lease is and shall remain subject and subordinate to (a1) Buyer all ground or underlying leases now or hereafter executed and all amendments, renewals, modifications, supplements and extensions thereof affecting the Premises, and (2) the lien of all mortgages, deeds of trust or other debt instruments now or hereafter encumbering Landlord's interest or estate in the Premises and/or any ground or underlying leases, without execution by Tenant of any additional documents. If, for whatever reason, landlord requests Tenant's execution from time to time of additional instruments or documents to effectuate such subordination, Tenant shall promptly execute and deliver all such documents or instruments. Tenant irrevocably constitutes and appoints Landlord, such appointment being coupled with an interest, as Tenant's special attorney-in-fact to execute, deliver and record any such documents or instruments if Tenant fails to do so. As a condition to Tenant's foregoing obligation to execute documents subordinating this Lease, Landlord shall procure from each mortgagee an agreement in writing that, as long as Tenant faithfully discharges its obligations under this Lease, in the event of a foreclosure, its tenancy will not be disturbed. Any notice given to Landlord under this Lease shall also be given to all mortgagees of which Tenant has delivered received notice. Such mortgages shall have the same rights as Landlord to Seller (i) truecure Landlord's default. If any mortgage lender requires, correct and complete copies as a condition to the financing, any modification of the executed commitment letterterms or conditions of this Lease, dated as Tenant shall execute such modification or amendment, provided such modification shall not (1) increase the rental or Tenant's share of any costs, (2) reduce the Term of the date hereofLease, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC or (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”3) and (ii) true and correct (subject to the redactions noted therein) copies materially interfere with Tenant's use or occupancy of the executed fee letterPremises. If Tenant refuses to execute any modifications within 10 days after receipt, dated as of the date hereofLandlord may, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without 30 days written notice, lapse of time cancel this Lease. In such event, Landlord shall refund any unearned rental or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, security deposit and neither party shall have any other party, further liability under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementLease.

Financing. (a) Buyer has delivered to Seller Assuming (i) true, correct and complete copies of the executed commitment letter, dated as of Debt Financing contemplated by the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC Commitment Letter (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”defined below) is funded in accordance therewith and (ii) true the conditions set forth in Section 7.1 and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Section 7.2 are satisfied at Closing, Buyer Acquiror will have on the Closing Date sufficient funds cash on hand, undrawn capital commitments or Other Sources (including the Debt Financing) to enable it Acquiror to consummate timely pay any and all fees, costs and expenses required to be paid by Acquiror in connection with the transactions contemplated by this Agreement. Neither , including payment of the Financing Letter or Fee Letter has been amended or modified Purchase Price, and any amounts necessary to repay any Subject Entity indebtedness to be repaid at the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respectClosing. (b) As of the date hereof, Acquiror has provided to the Company a true, correct and complete copy of that certain commitment letter, dated as of the date hereof, by and between Acquiror, JPMorgan Chase Bank, N.A., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and each other lender that becomes a party thereto (together with the term sheet and all exhibits, schedules and annexes thereto), as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof (the “Commitment Letter”), and all fee letters associated therewith (provided that provisions in the fee letters related solely to fees, economic terms (other than covenants) and “market flex” provisions agreed to by the parties may be redacted (none of which redacted provisions could reasonably be expected to adversely affect the availability of, or impose additional conditions or contingencies on, the availability of Debt Financing Letter is in full force and effect and is at the valid, binding and enforceable obligation of The Laclede Group, Inc. andClosing), to the knowledge of Buyerprovide, the other parties subject to the Financing Letter. There are no terms and conditions precedent or other contingencies related to therein, debt financing in the funding of the full aggregate amount of the Financing, other than as set forth in therein for the Financing Letter and purpose of funding the Fee Lettertransactions contemplated by this Agreement). As of the date hereof, the Commitment Letter has not been amended or modified, no such amendment or modification by Acquiror is contemplated or pending, and the respective commitments contained in the Commitment Letter have not been withdrawn, terminated or rescinded in any respect, and to the knowledge of Acquiror, no such withdrawal, termination or rescission is contemplated. Assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2, no event has occurred or circumstance exists whichthat, with or without notice, notice or lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerAcquiror or, or to the knowledge of BuyerAcquiror, any other partyPerson, in each case under the Financing Letter or Fee Commitment Letter. As The Commitment Letter is not subject to any conditions or other contingencies other than as set forth expressly therein and is in full force and effect and is the legal, valid, binding and enforceable obligation of Acquiror and to the knowledge of Acquiror, each of the other parties thereto, as the case may be, subject to the Enforceability Exceptions. All commitment and other fees required to be paid under the Commitment Letter prior to the date hereof have been paid in full, and assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2, Acquiror is unaware of any fact or occurrence existing on the date hereof that would reasonably be expected to make any of the assumptions or any of the statements set forth in the Commitment Letter inaccurate or that would reasonably be expected to cause the Commitment Letter to be ineffective. Assuming the conditions set forth in Section 7.1 and Section 7.2 are satisfied at Closing, Acquiror has no reason to believe that any of the conditions or other contingencies to the Debt Financing will not be satisfied or that the full amount of the Debt Financing will not be available to Acquiror on the Closing Date. Acquiror is not aware of the existence of any fact or event as of the date hereof, Buyer reasonably believes hereof that the would be expected to cause such conditions or other contingencies to the Debt Financing not to be satisfied or the full amount of the Debt Financing not be available to Acquiror in full on the Closing Date. Neither Acquiror nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the Debt Financing contemplated by the Commitment Letter, other than as set forth in the Financing Commitment Letter and the Fee Letter will be satisfied, at fee letters associated therewith provided to Sellers pursuant to this Section 5.6. (c) Acquiror acknowledges and agrees that in no event is the receipt or prior availability of any funds or financing (including the Debt Financing) by Acquiror a condition to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement.

Financing. (a) Buyer has delivered to Seller (i) true, correct and complete copies of On the executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the ClosingClosing Date, Buyer will have sufficient cash, available lines of credit or other sources of immediately available funds to enable pay the Purchase Price and any other amounts to be paid by it hereunder. Buyer has delivered to consummate Parent a true and complete copy of the transactions contemplated by this Agreementexecuted Commitment Letter (together with any amendments or modifications thereto). Neither Buyer nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the Financing Letter or Fee Letter has been amended or modified and financing of the Transactions, other than as set forth in the Commitment Letter. The respective commitments contained in the Financing Commitment Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing . The Commitment Letter is in full force and effect and is the represents a valid, binding and enforceable obligation of The Laclede GroupBuyer and each other party thereto, Inc. and without limiting the generality of the foregoing, is a valid, binding and enforceable obligation of the lenders which are a party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the Financing Conditions and, subject to the knowledge qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of Buyer, the general application relating to or affecting rights of creditors. Buyer has fully paid (or caused to be paid) any and all commitment fees and other parties amounts that are due and payable on or prior to the date of this Agreement in connection with the Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Buyer or any other party thereto under the Commitment Letter. Buyer has no reason to believe that (i) it or any other party thereto will be unable to satisfy on a timely basis any term of the Commitment Letter, (ii) any of the Financing LetterConditions will not be satisfied or (iii) the Financing will not be available to Buyer on the Closing Date. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementConditions.

Financing. (a) Buyer has delivered to Seller (i) true, correct Attached hereto as Exhibit A is a true and complete copies copy of the executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC Financing Commitment (the “"Financing Letter”Commitment"), pursuant to which the counterparties Sponsor thereto have has committed, subject to the terms and conditions thereofset forth therein, to lend to Buyer invest the amounts set forth therein to purchase Equity Interests of Onyx and to provide debt financing to Onyx and its Designated Affiliates (the “"Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing"). At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the The Financing Letter or Fee Letter Commitment has not been amended or modified prior to the date of this Separation Agreement, no such amendment or modification is contemplated, and the commitments commitment contained in the Financing Letter have Commitment has not been withdrawn or rescinded in any respect. (b) As of the date hereof, the . The Financing Letter Commitment is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letterthereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in or contemplated by the Financing Letter and the Fee LetterCommitment. As of the date hereof, no No event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, Onyx or to the knowledge of Buyer, any other party, its Designated Affiliates under the Financing Letter or Fee Letter. As Commitment, and Onyx has no reason to believe that any of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in by the Financing Letter Commitment will not be satisfied or that the Financing will not be made available to Onyx on the Closing Date. Onyx and its Designated Affiliates will have at and after the Fee Letter will Closing funds sufficient to pay the aggregate Retained Business Price and any other amounts required to be satisfiedpaid in connection with the consummation of the transactions contemplated hereby, at or prior and to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementpay all related fees and expenses.

Financing. (a) Buyer Sub has delivered received and accepted and agreed to Seller a commitment letter dated May 19, 2005 (ithe "DEBT COMMITMENT LETTER") truefrom the lenders party thereto (collectively, correct and complete copies the "LENDERS") relating to the commitment of the executed commitment letter, dated as of Lender to provide the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it debt financing required to consummate the transactions Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. Neither The debt financing required to consummate the Financing Letter or Fee Letter has been amended or modified Merger, to refinance certain existing indebtedness of the Company and to pay related fees and expenses is collectively referred to in this Agreement as the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect"DEBT FINANCING". (b) Sub has received and accepted and agreed to commitment letters dated May 19, 2005 (the "EQUITY COMMITMENT LETTERS" and, together with the Debt Commitment Letter, the "COMMITMENT LETTERS") from certain persons (collectively, the "EQUITY INVESTORS") relating to the commitment of the Equity Investors to provide the cash equity required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The cash equity required to consummate the Merger, to refinance certain existing indebtedness of the Company and to pay related fees and expenses is collectively referred to in this Agreement as the "CASH EQUITY" (the Cash Equity, together with the Debt Financing, is collectively referred to as the "FINANCING"). Complete and correct copies of the executed Commitment Letters have been provided to the Company. (c) Subject to its terms and conditions, the Financing, when funded in accordance with the Commitment Letters, shall provide Sub with acquisition financing at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (d) As of the date hereofof this Agreement, the Financing Letter is Commitment Letters are valid, binding and in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event within the direct control of Parent or Sub has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach or an incurable failure to satisfy a condition precedent on the part of BuyerParent or Sub under the terms and conditions of the Commitment Letters, other than any such default or breach that has been waived by the Lenders or the applicable Equity Investor, as the case may be, or otherwise cured in a timely manner by Parent or Sub to the knowledge satisfaction of Buyerthe Lenders or such Equity Investor, any other party, under as the Financing Letter or Fee Lettercase may be. As of the date hereofof this Agreement, Buyer reasonably believes that the conditions Parent or Sub has paid in full any and all commitment fees or other fees required to be paid pursuant to the Financing contemplated in terms of the Financing Letter and Commitment Letters on or before the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any date of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement.

Financing. (a) Buyer Parent has delivered provided to Seller (i) true, correct the Company a true and complete copies copy of the a fully executed debt commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC of this Agreement (the “Financing Debt Commitment Letter”), ) pursuant to which the counterparties thereto have committedwhich, and subject to the terms and conditions thereof, G▇▇▇▇▇▇ S▇▇▇▇ Credit Partners L.P. has committed to lend to Buyer provide Sub with loans in the amounts set forth therein described therein, the proceeds of which are to be used to consummate the Offer, the Merger and the other transactions contemplated hereby and pay related fees and expenses (the “Financing”) ). The Debt Commitment Letter, in the form so delivered, is a legal, valid and (ii) true binding obligation of Parent and correct (subject Sub and, to Parent’s knowledge, the redactions noted therein) copies other parties thereto. As of the executed fee letter, dated as this date of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Debt Commitment Letter is in full force and effect and is has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect. The proceeds funded under the validDebt Commitment Letter, binding when funded in accordance with the Debt Commitment Letter, together with cash and enforceable obligation cash equivalents currently held by Parent and its wholly-owned direct or indirect Subsidiaries, will constitute all of the funds required to enable Parent and Sub to consummate the transactions contemplated hereby, including the Offer and the Merger, and the fulfill their respective obligations hereunder. The Laclede Group, Inc. andDebt Commitment Letter contains all of the conditions precedent to the obligations of the lenders thereunder to make the Financing available to Parent and Sub on the terms therein. As of the date of this Agreement, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereofParent, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default or breach on the part of Buyer, Parent or to Sub under any term or condition of the knowledge of Buyer, any other party, under the Financing Letter or Fee Debt Commitment Letter. As of the date hereofof this Agreement, Buyer reasonably believes neither Parent nor Sub has any reason to believe that the conditions it will be unable to the Financing contemplated satisfy on a timely basis any term or condition to be satisfied by it in the Financing Debt Commitment Letter. Parent has fully paid any and all commitment fees that have been incurred and are due and payable in connection with the Debt Commitment Letter, and Parent will pay when due all other commitment fees arising under the Debt Commitment Letter when due and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementpayable.

Financing. (a) Buyer Parent has delivered to Seller (i) true, correct the Company true and complete copies of (i) the fully executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC of this Agreement (the “Debt Financing Letter”), pursuant to which the counterparties thereto have M▇▇▇▇▇ S▇▇▇▇▇▇ Senior Funding, Inc. has committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Debt Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as ). As of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by of this Agreement. Neither , (i) the Debt Financing Letter or Fee Letter has not been amended or modified and (ii) the commitments contained in the Debt Financing Letter have not been withdrawn or rescinded in any respect. (b) As of . The Debt Financing Letter, in the date hereofform so delivered, the Financing Letter is in full force and effect and assuming it is the valida legal, valid and binding and enforceable obligation of The Laclede GroupM▇▇▇▇▇ S▇▇▇▇▇▇ Senior Funding, Inc. andInc., to the knowledge is a legal, valid and binding obligation of Buyer, the other parties to the Financing LetterParent and MergerCo. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no No event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, Parent or to MergerCo under any term or condition of the knowledge of Buyer, any other party, under the Debt Financing Letter or Fee Letter. As of the date hereofof this Agreement, Buyer reasonably believes Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the conditions Debt Financing Letter; provided that Parent makes no representation with respect to facts and circumstances solely within the control of the Company and its Subsidiaries. Parent and MergerCo have fully paid any and all commitment fees or other fees incurred in connection with the Debt Financing Letter and required to be paid on or before the date of this Agreement. The Company has no obligation to pay any fee in connection with the Debt Financing Letter prior to the Financing contemplated in the Effective Time. The Debt Financing Letter and the Fee Letter Equity Rollover Commitments are the only agreements that have been entered into by Parent, MergerCo or their Affiliates with respect to the financing for the Merger and the other transactions contemplated by this Agreement. Subject to the terms and conditions of the Debt Financing Letter, the Equity Rollover Commitments and of this Agreement, the aggregate proceeds that will be satisfied, at or prior delivered pursuant to the time Debt Financing Letter, together with the Equity Rollover Commitments, will be sufficient for Parent and MergerCo to consummate the Merger upon the terms contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants by this Agreement. Nothing contained in this Agreement shall prohibit Parent, MergerCo, J▇▇▇▇ ▇▇▇▇▇ or their Affiliates from entering into agreements relating to the financing or the operation of Parent, MergerCo, or the Company, including adding other equity providers or operating partners provided that such agreements (x) would not prevent, delay or impair the consummation of the transactions contemplated by this Agreement, (y) shall not be deemed to amend or alter any obligations of the parties under the Equity Rollover Commitments and (z) shall be subject to the restrictions contained in the Company Rights Plan.

Financing. (a) Buyer has delivered received and furnished to Seller (i) trueRegency, correct Parent, the Parent Members and the Partners an accurate and complete copies copy of the executed commitment letter, dated as Commitment and the Equity Commitment. The debt proceeds to be provided pursuant to the Commitment (assuming the satisfaction of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”conditions thereto), together with the equity proceeds to be provided pursuant to which the counterparties thereto have committedEquity Commitment, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have are sufficient funds to enable it Buyer to perform its obligations to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified Agreement and the commitments contained financial projections prepared by Buyer reflect that such proceeds and revenues from operations after the Closing will be sufficient to enable the Regency Companies to operate their anticipated businesses after the Closing consistent with past practice and to pay their anticipated obligations in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As ordinary course of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letterbusiness. As of the date hereof, to Buyer's Knowledge there is no event has occurred fact or circumstance exists which, with or without notice, lapse of time or both, would or would that could reasonably be expected to constitute have a default or breach Material Adverse Effect on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer to Buyer's Knowledge there is no fact or circumstance that could reasonably believes that be expected to cause the conditions to the Financing contemplated provide financing set forth in the Financing Letter Commitment and the Fee Letter will Equity Commitment to not be satisfied; provided, at or prior to the time contemplated hereunder for the Closinghowever, except that (i) Buyer makes no representation or warranty is being made as to the materiality or past or future effect on the Regency Companies of any matter disclosed in the Regency Disclosure Schedule or otherwise made available or provided to Buyer or its advisors in its due diligence of the Regency Companies, including without limitation whether any of Seller’s such fact or circumstance has had or could reasonably be expected to have a Material Adverse Effect on Regency and (ii) this sentence and any representations or warranties are true made herein shall terminate as of the Closing and shall not affect any rights or correct or whether Seller has complied with its covenants contained in this Agreement.remedies of any Buyer Indemnitee under ARTICLE X.

Financing. (a) Buyer As of the date of this Agreement, Parent has delivered to Seller (i) the Company true, correct and complete copies of the fully executed debt financing commitment letterletter from the Financing Sources identified therein, dated as together with any executed fee letters related thereto (of which only the date hereoffee amounts, between The Laclede Groupprice caps and economic “flex” terms have been redacted; provided, Inc.that, ▇▇▇▇▇ Fargo Bankin accordance with customary practice, National Associationsuch redacted terms do not affect the conditionality or the amount of cash proceeds available to Parent from the Debt Financing), and ▇▇▇▇▇ Fargo Securitiesany related exhibits and schedules thereto (collectively, LLC (the “Financing LetterDebt Commitment Letters”), ) pursuant to which the counterparties thereto such Financing Sources have committedcommitted to provide, subject to the terms and conditions thereoftherein, to lend to Buyer debt financing in the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). (b) The net proceeds (after applicable fees, expenses, original issue discount and (ii) true similar premiums and correct (subject charges and after giving effect to the redactions noted thereinmaximum amount of “flex” (including original issue discount flex) copies provided under the Debt Commitment Letters) contemplated by the Debt Financing, together with the Company’s cash on hand and cash on hand at Parent, will, in the aggregate be sufficient for Parent to consummate the transactions contemplated hereby, including the payment of the executed fee letteraggregate cash amounts payable pursuant to Article II and the payment of all fees, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, costs and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) expenses to be paid by Parent related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither Any reference in this Agreement to (i) “Debt Commitment Letters” will include such documents as amended or modified in compliance with the Financing Letter provisions of Section 6.17, and (ii) the “Debt Financing” will include the financing contemplated by the Debt Commitment Letters as amended or Fee Letter has modified in compliance with the provisions of Section 6.17. (c) As of the date of this Agreement, the Debt Commitment Letters have not been amended or modified in any respect, no such amendment or modification is contemplated (except for amendments to add additional Financing Sources thereto, and any amendments or modifications to effectuate any “market flex” terms), and, to the Knowledge of Parent, the respective commitments contained in the Financing Letter Debt Commitment Letters have not been withdrawn withdrawn, terminated or rescinded in any respect. (b) , and no such withdrawal, termination or rescission is contemplated. As of the date of this Agreement, there are no side letters, contracts, arrangements or other agreements or understandings to which Parent, Merger Sub, Merger Sub LLC or any of their Affiliates is a party relating to the funding or investing, as applicable, of the Debt Financing other than the Debt Commitment Letters. As of the date hereof, Parent has paid, or caused to be paid, in full, any and all fees (including commitment fees and other fees) required to be paid under the Debt Commitment Letters that are payable on or prior to the date of this Agreement. The Debt Financing Letter is not subject to any conditions precedent, arrangements or other contingencies to obtaining any amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letters and, as of the date of this Agreement, (x) the Debt Commitment Letters are in full force and effect effect, (y) no breach of any term of, or default under, the Debt Commitment Letters exists on the part of Parent or its Affiliates and, to the Knowledge of Parent, any of the other parties thereto and is (z) the Debt Commitment Letters constitute the legal, valid, binding and enforceable obligation of The Laclede Group, Inc. Parent and, to the knowledge Knowledge of BuyerParent, each of the other parties thereto, subject to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee LetterEnforceability Limitations. As of the date hereofof this Agreement, assuming the accuracy of all the representations and warranties made by the Company herein and the Company’s Table of Contents compliance with this Agreement, Parent has no event has occurred or circumstance exists which, with or without notice, lapse reason to believe that (i) Parent will be unable to satisfy on a timely basis any of time or both, would or would reasonably the conditions that are required to be expected to constitute satisfied by it as a default or breach on the part of Buyer, or condition to the knowledge of Buyer, any other party, obligations under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or Debt Commitment Letters prior to the time contemplated hereunder for expiration thereof or (ii) any portion of the Debt Financing will not be made available to Parent at the Closing. (d) Parent and Merger Sub expressly acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, their obligations hereunder, including their obligations to consummate the Closing, except that no representation are not subject to, or warranty is being made as to whether conditioned on, receipt of the Debt Financing or any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementalternative financing.

Financing. (a) Buyer Each of Acquirer and Merger Sub affirms that it is not a condition to the Closing or to any of their other obligations under this Agreement that any of them obtain financing for, or related to, any of the Transactions (except as specifically set forth in Section 6.3(e)). Acquirer has delivered to Seller (i) furnished the Company with a true, correct and complete copies copy of the executed debt commitment letter, dated as of the date hereofAgreement Date, between The Laclede Groupamong Bank of America, Inc.N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Barclays Bank PLC, Citibank, N.A. and certain affiliates, JPMorgan Chase Bank, N.A., ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇ Fargo Bank, National AssociationN.A. (such institutions and any other institutions or persons who provide, arrange or serve as agents for the Debt Financing, together with their respective successors and ▇▇▇▇▇ Fargo Securitiesassigns, LLC (the “Debt Financing Sources”) and each executed fee letter associated therewith (provided that provisions in the fee letters may be redacted in a customary manner (such commitment letter, including all exhibits, schedules, annexes, supplements and amendments thereto and each such fee letter, collectively, the “Debt Commitment Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies ). As of the executed fee letterAgreement Date, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Debt Commitment Letter has not been amended or modified and no amendment or modification to the commitments contained Debt Commitment Letter is contemplated by Acquirer or Merger Sub, and no Debt Financing Source has notified Acquirer in writing of its intention to terminate the Debt Commitment Letter or not to provide the Debt Financing. As of the Agreement Date, there are no side letters or other Contracts or arrangements to which Acquirer or any of its subsidiaries is a party that would affect the amount (including by imposition or increase of original issue discount or upfront fees), availability or conditions of the Debt Financing other than as expressly set forth in the Financing Debt Commitment Letter have not been withdrawn or rescinded furnished to the Company on the Agreement Date. Assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.3, the aggregate proceeds of the Debt Financing, when funded, together with funds provided in accordance with the terms of the Investment Agreement and funds then available to Acquirer will, as of the Effective Time, be sufficient to enable Acquirer and the Surviving Corporation to pay and satisfy in full (i) the obligations pursuant to this Agreement to pay the Merger Consideration, (ii) all fees and expenses of Acquirer and its subsidiaries in connection with each portion of the Transactions payable by Acquirer as contemplated by Section 1.3 and Section 1.4 (i.e., excluding any respectnet-settled reinvestment amounts as contemplated thereby) at Closing and (iii) the payment of all Transaction Expenses payable by Acquirer hereunder and the Company Funded Debt (including any Prepayment Premium) as described in Section 5.8 (the amounts in clauses (i), (ii) and (iii), the “Required Amount”). (b) As of the date hereofAgreement Date, the Debt Commitment Letter is not subject to any conditions precedent relating to the funding of the Debt Financing Letter other than as set forth therein and, as of the Agreement Date, is in full force and effect and is the validlegal, valid (assuming due authorization, execution and delivery by the other parties thereto), binding and enforceable obligation of The Laclede GroupAcquirer, Inc. and, to the knowledge of BuyerAcquirer, the each other parties Person party thereto, in each case, subject to the Financing LetterEnforceability Exceptions. There are no conditions precedent or All commitment and other contingencies related fees required to be paid under the Debt Commitment Letter prior to the funding Agreement Date have been paid in full. Assuming the satisfaction of the full amount of the Financing, other than as conditions set forth in the Financing Letter Section 6.1 and the Fee Letter. As Section 6.3, Acquirer is not aware of the date hereof, no existence of any fact or event has occurred or circumstance exists which, with or without notice, lapse as of time or both, would or the Agreement Date that would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the cause such conditions to funding not to be satisfied on or before the Financing contemplated in Closing Date or such funding not to be made available to Acquirer on or before the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementClosing Date.

Financing. (a) Buyer Assuming the satisfaction of the terms and conditions of the Financing Letter, the amount of funds to be provided pursuant to the Financing Letter will be sufficient at the Effective Time to (i) pay the aggregate Merger Consideration, the aggregate Company Tandem Options/SARs Consideration and any repayment or refinancing of indebtedness required as a result of the consummation of the Merger (including the Specified Indebtedness) and (ii) pay any and all fees and expenses, and satisfy all other payment obligations, required to be paid or satisfied by Parent, Merger Sub and, to the extent disclosed to Parent and Merger Sub prior to the date hereof, the Surviving Corporation in connection with the Merger and the Financing. (b) Parent has delivered to Seller (i) true, Company a correct and complete copies copy of the executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, Parent and ▇▇▇▇▇ Fargo Securities, LLC the Guarantor (the “Financing Letter”), pursuant to which the counterparties thereto have Guarantor has committed, subject to the terms and conditions thereof, to lend invest, or cause to Buyer be invested, in Parent, directly or indirectly through one or more intermediate entities, the cash amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect). (bc) As of the date hereof, the Financing Letter is in full force and effect and has not been terminated, amended or modified in any respect, no such termination, amendment or modification is contemplated and the validrespective commitments contained therein have not been withdrawn, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letterrescinded or otherwise modified in any respect. There are no conditions precedent precedent, or other contractual contingencies as between Parent and Guarantor, related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, notice or lapse of time time, or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, Parent or to the knowledge of Buyer, any other party, Guarantor under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes Parent has no reason to believe that any of the conditions to the Financing contemplated in the Financing Letter and will not be satisfied or that the Fee Letter Financing will not be satisfied, made available to Parent at or prior to the time contemplated hereunder for Closing. There are no side letters or other Contracts or arrangements related to the ClosingFinancing other than the Financing Letter. As of the date hereof, except Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment or other fees which are due and payable on or prior to the date hereof pursuant to the terms of the Financing Letter. Parent and Merger Sub acknowledge that no representation Parent’s and Merger Sub’s obligation to consummate the Merger is not contingent on Parent’s or warranty is being made as Merger Sub’s ability to whether obtain any financing prior to consummating the Merger. Without limiting the foregoing, for the avoidance of Seller’s representations doubt, Company acknowledges that Parent and Merger Sub may finance payments contemplated by this Agreement through third party debt financing sources or warranties are true otherwise (including pursuant to agreements or correct commitment letters that Parent or whether Seller has complied its Affiliates have entered into or may enter into prior to, concurrently with its covenants contained in or after the execution of this Agreement); provided, however, that any such financing activities shall not, in any way, affect or alter the obligations of Parent, Merger Sub or the Guarantor under this Agreement, the Financing Letter or the Guaranty.

Financing. (a) Buyer has delivered to Seller (i) true, the Company a true and correct and complete copies copy of the an executed debt commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC letter (the “Financing Commitment Letter”), ) pursuant to which the counterparties thereto lenders named therein (the “Lenders”) have committed, subject to the terms and conditions thereofset forth therein, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to for the redactions noted therein) copies purpose of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate funding the transactions contemplated by this Agreement. Neither Buyer has also delivered to the Financing Company a true and complete (other than the redactions referenced herein) copy of any fee letter related to the Commitment Letter (it being understood that any such fee letter provided to the Company shall be redacted in a customary manner solely with respect to the fees, pricing caps and certain economic terms (including economic flex terms), which redacted information does not adversely affect the amount, availability or conditionality of the funding of the Financing) (any such fee letter, a “Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) Letter”). As of the date hereofAgreement Date, the Financing Commitment Letter is and the Fee Letters (i) are in full force and effect and (ii) have not been withdrawn or terminated or otherwise amended or modified in any respect and, as of the Agreement, to the knowledge of Buyer, no such withdrawal, termination or amendment is contemplated. As of the validAgreement Date, each Fee Letter and the Commitment Letter is a legal, valid and binding and enforceable obligation of The Laclede Group, Inc. Buyer and, to the knowledge of Buyer, the other parties thereto, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. As of the Agreement Date, there are no other agreements or side letters relating to the Commitment Letter or Fee Letters to which Buyer or any of its Subsidiaries is a party that would affect the availability of the Financing Letter(other than the Commitment Letter and the Fee Letters). As of the Agreement Date, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer under any term or condition of the Commitment Letter or Fee Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment Letter. Buyer has (or has caused to be) fully paid any and all commitment fees or other fees required by the Commitment Letter and or Fee Letters to be paid by it on or prior to the Fee LetterAgreement Date. As of the date hereofAgreement Date, no event has occurred assuming the accuracy of the representations and warranties set forth in Article III, the performance by the Company of its obligations under Article VII and the satisfaction of the conditions set forth in Section 2.2(a) and Section 2.2(b), Buyer is not aware of any fact or circumstance exists whichoccurrence that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on (i) result in any of the part of Buyerconditions in the Commitment Letter not being satisfied, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated (ii) otherwise result in the Financing Letter not being available on a timely basis in order to consummate the transactions contemplated by this Agreement. The net proceeds from the Financing, together with cash on hand of Buyer and the Fee Letter its Subsidiaries, will be satisfied, at sufficient to consummate the transactions contemplated by this Agreement. Buyer confirms that it is not a condition to Closing or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations its other obligations under this Agreement that Buyer obtain financing for or warranties are true or correct or whether Seller has complied in connection with its covenants contained in the transactions contemplated by this Agreement.