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Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect.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 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 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 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 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. (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 a true, complete and correct and complete copies copy of the an executed commitment letter, dated as of December 20, 2012 (such commitment letter as the date hereofsame may be amended or replaced pursuant to Section 5.16(c) except by an Alternative Financing, between The Laclede Groupis referred to herein as the “Debt Financing Commitment”), Inc.among Parent, JPMorgan Chase Bank, N.A. (“JPMCB”), ▇.▇. ▇▇▇▇▇▇ Fargo Bank, National AssociationSecurities LLC, and ▇▇▇▇▇▇▇ Fargo Securities, Sachs Lending Partners LLC (the “Financing LetterGoldman”), pursuant to which the counterparties thereto have committedwhich, among other things, each of JPMCB and Goldman has agreed, subject to the terms and conditions thereofof the (b) The Debt Financing Commitment is, 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 Buyerin full force and effect. The Debt Financing Commitment is a legal, ▇▇▇▇▇ Fargo Bankvalid and binding obligation of the Parent and, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financingknowledge of Parent, the other parties thereto. At the Closing, Buyer The Debt Financing Commitment (or any Debt Financing contemplated thereunder) has not been or will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been not be amended or modified and modified, except as consistent with Section 5.16, and, as of the commitments contained in date hereof, the Debt Financing Letter have Commitment has 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, (i) 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 material default or material breach on the part of BuyerParent under the Debt Financing Commitment, or and (ii) subject to the knowledge accuracy of Buyerthe representations and warranties of the Company set forth in Article III hereof and the satisfaction of the conditions set forth in Section 6.1 and Section 6.3 hereof, Parent has no reason to believe that it will be unable to satisfy on a timely basis any other party, under material term or condition of closing to be satisfied by the Debt Financing Letter Commitment on or Fee Letterprior to the Closing Date. As of the date hereof, Buyer reasonably believes there are no conditions precedent related to the funding of the full amount of the Debt Financing other than as expressly set forth in or expressly contemplated by the Debt Financing Commitment. As of the date hereof, there are no side letters or other agreements, contracts or arrangements (except for customary fee letters and engagement letters, which do not contain provisions that the impose any additional conditions to the funding of the Debt Financing contemplated not otherwise set forth in the Debt Financing Letter Commitment) related to the funding of the full amount of the Debt Financing other than as expressly set forth in or expressly contemplated by the Debt Financing Commitment. As of the date hereof, subject to the terms and conditions of the Debt Financing Commitment, and subject to the terms and conditions of this Agreement, the aggregate proceeds contemplated by the Debt Financing Commitment, together with the available cash of Parent and the Fee Letter Company on the Closing Date (if any) and any Alternative Financing (if any), will be satisfied, at or prior to the time contemplated hereunder sufficient for the Closing, except that no representation Parent Entities to consummate the Merger 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 the Alternative Merger upon the terms contemplated by this Agreement.

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 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 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 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 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 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 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. (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 delivered to Seller (i) true, correct Attached hereto as Exhibit C is a true and complete copies copy, including all exhibits, schedules or amendments thereto, of the fully executed commitment letterletter from Barclays Bank PLC, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC hereof (the “Financing Debt Commitment Letter”)) from the lenders party thereto (collectively, pursuant the “Lenders”) relating to which the counterparties thereto have committedcommitment of the Lenders to provide debt financing in the aggregate amount, and subject to the terms and conditions thereofconditions, to lend to Buyer the amounts set forth therein (the “Debt Financing”) ), and any fee letters related thereto (ii) true provided, that the amount of fees, “market flex” provisions, pricing terms and correct (subject pricing caps set forth in the fee letters, none of which would reasonably be expected to adversely affect the conditionality, enforceability, availability or termination of the Debt Financing, or reduce the aggregate principal amount thereof, may be redacted in a customary manner from any such fee letters, including from any amendments thereto). Subject to the redactions noted conditions set forth in the Debt Commitment Letter and closing the financing set forth 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 Purchaser will have at the Closing, Buyer will have sufficient funds to enable it on hand to consummate the transactions contemplated by this Agreement. Neither , the Financing Letter or Fee Letter has been amended or modified Transaction Documents and deliver the Aggregate Purchase Price and all fees and expenses related to the transactions contemplated by this Agreement and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respectTransaction Documents at Closing. (b) As of the date hereof, the Financing The Debt Commitment Letter is in full force and effect and is the valid, binding valid and enforceable obligation of The Laclede Groupagainst the parties thereto in accordance with its terms, Inc. and, except (i) to the knowledge extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of Buyercreditors’ rights generally and (ii) that 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 any cash on hand of the Purchaser at Closing and the Stock Consideration, will be sufficient to consummate the transactions contemplated by this Agreement and to pay all of Purchaser’s 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 or other contingencies related agreements, contracts or arrangements (except for customary fee letters and engagement letters) 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 Letter Debt Commitment Letter. Purchaser has fully paid any and all commitment fees or other fees required to be paid pursuant to the Fee terms of the Debt Commitment Letter, to the extent the same are due and payable. As of the date hereofof this Agreement, (x) 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 or rescinded 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 or default or breach on under the part of Buyer, or to the Debt Commitment Letter by Purchaser. Purchaser has no knowledge of Buyer, any other party, under the Financing Letter facts or Fee Letter. As circumstances that are reasonably likely to result in (A) any of the date hereof, Buyer reasonably believes that conditions set forth in the conditions to Debt Commitment Letter not being satisfied or (ii) the Financing 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 or warranties are true or correct or whether Seller has complied with its covenants contained Purchaser on a timely basis in order to consummate the transactions contemplated by this Agreement.

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 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. 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 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 Parent has delivered to Seller (i) true, correct and complete copies of the executed received a commitment letter, dated as of the date hereofMay 7, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC 2007 (the “Financing "Debt Commitment Letter”"), from Bank of America, N.A. (the "Lender"), pursuant to which the counterparties thereto have Lender has committed, subject to the terms and conditions thereofset forth therein, to lend provide up to Buyer $500,000,000 in senior secured debt financing (the amounts set forth therein "Debt Financing"). True, accurate and complete copies of the Debt Commitment Letter, as in effect on the date of this Agreement, have been furnished to the Investors. The proceeds to Parent from the issuance and sale of the Convertible Shares to the Investors pursuant to this Agreement together with the financing contemplated by the Debt Commitment Letter (collectively, the “Financing”) is sufficient for Parent to consummate the Transactions on the Closing Date and (ii) true pay the initial merger consideration under the Merger Agreement and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as all related fees and expenses thereunder and hereunder. As of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (A) 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 modified, and (B) the financing commitments contained in the Financing Debt Commitment Letter have not been withdrawn or rescinded in any respect. (b) As of . The Debt Commitment Letter, in the date hereofform so delivered, the Financing Letter is in full force and effect and is the valida legal, valid and binding and enforceable obligation of The Laclede Group, Inc. Parent and, to the knowledge Knowledge of BuyerParent, 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 hereofhereof and assuming the accuracy of all representations and warranties of MemberHealth in the Merger 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 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 hereof, Buyer reasonably believes that hereof and assuming the conditions to the Financing contemplated accuracy of all representations and warranties of MemberHealth in the Financing Letter Merger Agreement and compliance by MemberHealth with its agreements in the Fee Letter Merger Agreement, Parent has no reason to believe that it will be satisfied, at unable to satisfy on a timely basis any term or prior condition of closing 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 be satisfied by it contained in this Agreementthe Debt Commitment Letter. Parent has fully paid, or caused to be fully paid, any and all commitment and other fees required by the terms of the Debt Commitment Letter to be paid on or before the date hereof.

Financing. (a) Buyer Parent has delivered to Seller (i) true, correct the Company true and complete copies of the executed commitment letter, dated as of the date hereofAugust 10, 2008, between The Laclede GroupParent, Inc.Credit Suisse, ▇▇▇▇▇ Fargo Credit Suisse Securities (USA) LLC, Wachovia Bank, National Association, Association and ▇▇▇▇▇ Fargo SecuritiesWachovia Capital Markets, LLC (together, the “Financing LetterLenders”), pursuant to which the counterparties thereto Lenders have committed, subject to the terms and conditions thereof, agreed to lend to Buyer the amounts set forth therein (the “Debt Financing”) for the purpose of, inter alia, funding the transactions contemplated by this Agreement (the “Financing Commitment”). Parent has fully paid any and (ii) true and correct (subject all commitment fees or other fees required by the Financing Commitment to the redactions noted therein) copies of the executed fee letter, dated be paid 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 Agreement, and the respective commitments 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 constitutes the validlegal, valid and binding and enforceable obligation obligations of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing LetterParent. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingDebt Financing required to be satisfied by Parent and Merger Sub, other than as expressly set forth in the Financing Letter Commitment. Assuming the accuracy of the representations and warranties set forth in Section 3.2 and the Fee Letterexistence of at least $215 million of available, unrestricted cash on hand with the Company, upon consummation of the Debt Financing, the net proceeds contemplated by the Financing Commitment will, in the aggregate, be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration, aggregate Option Consideration (the “Aggregate Option Consideration”) and aggregate RSU Consideration (the “Aggregate RSU Consideration”) (and any other repayment or refinancing of debt or preferred stock contemplated by this Agreement or the Financing Commitment) and any other amounts required to be paid in connection with the consummation of the Transactions and to 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, or to the knowledge of Buyer, any other party, Parent under the Financing Letter or Fee Letter. As Commitment and neither Parent nor Merger Sub has any reason to believe that any of the date hereof, Buyer reasonably believes that 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 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 contained in this AgreementClosing 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) Parent agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions with respect to itself and Buyer has delivered necessary to consummate the transactions contemplated by the Commitment Letter. Parent will promptly notify Seller (i) true, correct and complete copies in writing of any termination 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 Commitment Letter or any proposed changes or modifications to the terms and conditions thereof, to lend to Buyer Commitment Letter that would materially adversely affect the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies ability 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 Parent to consummate the transactions contemplated by this Purchase Agreement. Neither Parent will not amend, modify or supplement any of the Financing material terms or conditions of the Commitment Letter relating to the amount or Fee Letter has been amended closing conditions thereof or modified and in a manner reasonably likely to materially adversely affect the commitments contained in ability of Parent to consummate of the Financing Letter have transactions contemplated by this Purchase Agreement without the prior written consent of Seller, which consent shall not been withdrawn be unreasonably withheld or rescinded in any respectdelayed. (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 If at any 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 termination of this Purchase Agreement the financing contemplated hereunder for by the ClosingCommitment Letter is no longer available to Parent, except that no representation or warranty is being made Parent agrees to use its commercially reasonable efforts to arrange alternative financing on terms which in Parent's judgment are at least as favorable to whether any Parent as those contemplated by the Commitment Letter to enable Parent and Buyer to consummate the transactions contemplated by this Purchase Agreement and the Collateral Documents. (c) Seller shall use its commercially reasonable efforts and cooperate with Buyer and its agents and representatives in connection with the financing contemplated by the Commitment Letter or, as applicable, alternative financing arrangements, including providing reasonable access to the Purchased Assets, Business Records, officers, directors, employees agents and other representatives of Seller’s representations , and using commercially reasonable efforts to cause its officers, directors, employees, agents, legal advisors, auditors and other representatives to assist and cooperate with the preparation of a standard confidential memorandum and participate in and cooperate with the marketing of any loan syndication and any meetings with rating agencies and prospective lenders; provided that Parent shall reimburse Seller for any out-of-pocket expenses incurred by Seller in connection with providing such cooperation or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementassistance.

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. (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 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 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 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. (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. (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) 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 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 (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. 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) 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 Parent has delivered to Seller (i) the Company true, correct complete and complete fully executed copies of a commitment letter (together with the executed commitment letterfee letter related thereto of even date herewith from BMO Capital Markets Corp. and any related exhibits, dated schedules, annexes, supplements, term sheets and other agreements (which such fee letter may be redacted so long as no redaction covers terms that would adversely affect the aggregate amount, conditionality, availability or termination of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”debt financing contemplated therein)), pursuant which provide such lenders’ respective commitments to which provide Parent with bank debt financing in connection with the counterparties thereto have committed, subject to transactions contemplated hereby in the terms and conditions thereof, to lend to Buyer the amounts amount set forth therein (collectively, the “Commitment Letters”) (such debt 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 The Commitment Letter is in full force and effect and is the valid, a valid and binding and enforceable obligation of The Laclede Group, Inc. Parent and any of its affiliates party thereto and, to the knowledge of BuyerParent, the other parties thereto and enforceable against Parent and any of its affiliates party thereto and, to the knowledge of Parent, the other parties thereto in accordance with their terms, except insofar as such enforceability may be limited by the Enforceability Exceptions. As of the date hereof, the Commitment Letter has not been amended or modified, and the commitments contained in the Commitment Letter have not been withdrawn, rescinded or otherwise modified. As of the date hereof, there are no side letters or other arrangements relating to the Commitment Letter that would reasonably be expected to affect the availability of the funding in full of the Financing at the Closing. As of the date of this Agreement, Parent has fully paid, or caused to be fully paid, any and all commitment fees or other fees that have been incurred and are due and required to be paid in connection with the Commitment Letter on or prior to the date of this Agreement. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a material default or breach on the part of Parent under any term or condition of the Commitment Letter, or otherwise result in any portion of the Financing contemplated thereby to be unavailable. 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 Commitment Letter and in the Fee Letterform so delivered to the Company. As The aggregate proceeds of the date hereofFinancing, no event together with the cash or other sources of immediately available funds that Parent 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 have prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as are in an amount sufficient to whether enable it to consummate the Merger and the other transactions contemplated hereby and to pay any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementrelated fees and expenses.

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) 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. (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 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. 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 has delivered to Seller (i) true, correct true and complete fully executed copies of the executed commitment letterCommitment Letter, dated as of the date hereofDecember 2, between The Laclede Group2014, Inc.by and among Buyer, ▇.▇. ▇▇▇▇▇▇ Securities LLC, JPMorgan Chase Bank, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Bank of America, N.A., ▇▇▇▇▇ Fargo Securities LLC, ▇▇▇▇▇ Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and ▇▇▇▇▇ Fargo Securities, LLC amendments to such letter in effect as of the date of this Agreement (the “Financing Debt Commitment Letter”), pursuant to which the counterparties thereto have committedwhich, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend to Buyer the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) and (ii) true and correct (subject for the purposes set forth in such Debt Commitment Letter. 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 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 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 effect, and Buyer is the validnot, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Financing other than as set forth described in the Financing Letter and the Fee Debt Commitment Letter. As Subject to the terms and conditions of the date hereofDebt Commitment Letter, no event has occurred or circumstance exists whichthe net proceeds contemplated from the Financing, together with or without notice, lapse other cash of time or both, would or would reasonably be expected to constitute a default or breach Buyer on the part Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer, or to the knowledge of Buyer, any other party, ’s 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 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 Purchaser has delivered to Seller (i) true, correct a true and complete copies copy of the (a) a fully executed commitment letterletter from Banc of America Securities LLC, dated as Banc of the date hereofAmerica Bridge LLC, between The Laclede GroupBank of America, Inc.N.A., JPMorgan Chase Bank, N.A. and ▇.▇. ▇▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC Securities Inc. (the “Financing LetterLenders”), pursuant to which the counterparties thereto ) whereby such Lenders have committed, subject to upon the terms and conditions thereofset forth therein, to lend to Buyer provide senior debt financing in an amount of $700,000,000 in connection with the amounts set forth therein Contemplated Transactions (the “FinancingBofA Financing Commitment”) ), and (iib) true a fully executed commitment letter from Onex Partners L.P. whereby Onex Partners L.P. has committed (the “Onex Equity Commitment”), on the terms and correct (subject to the redactions noted conditions set forth 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 provide equity financing 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 aggregate amount of $215,000,000 in connection with the Financing, other than as set forth in the Financing Letter and the Fee LetterContemplated Transactions. As of the date hereof, no event each of the BofA Financing Commitment and the Onex Equity Commitment has occurred not been amended or circumstance exists whichmodified and is in full force and effect. Purchaser is not aware of any fact which would cause it to believe (i) that the debt financing contemplated by the BofA Financing Commitment will not be available to Purchaser as contemplated therein, 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 subject to the knowledge of Buyer, any other party, under the conditions set forth in such BofA Financing Letter Commitment; or Fee Letter. As of the date hereof, Buyer reasonably believes (ii) that the conditions equity financing contemplated by the Onex Equity Commitment will not be consummated as contemplated therein, subject to the conditions set forth in such Onex 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 AgreementCommitment.

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 has delivered to Seller (i) true, correct and complete copies of the executed commitment letter, dated as As of the date hereofof this Agreement, between The Laclede GroupAcquiror has received an executed commitment letter dated October 30, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC 2006 (the “Financing Commitment Letter”) from Credit Suisse and Credit Suisse Securities (USA) LLC (“Lender”), pursuant to which the counterparties thereto have Lender has committed, subject to the terms and conditions thereofset forth therein, to lend provide to Buyer Parent the amounts amount of financing set forth therein in the Commitment Letter (the “Financing”) and (ii) ), to complete the transactions contemplated hereby. A true and correct (subject complete copy of the Commitment Letter has been previously provided to the redactions noted therein) copies of the executed fee letter, dated Company. Acquiror has fully paid any and all commitment fees or other fees required by such Commitment Letter to be paid 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 Commitment Letter is valid and in full force and effect effect, does not contain any material misrepresentation by Parent (other than those resulting from inaccurate information, if any, provided by the Company) and is no event has occurred which (with or without notice, lapse of time or both) would constitute a breach thereunder on the valid, binding and enforceable obligation part of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing LetterParent or Acquiror. 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 Commitment Letter. The aggregate proceeds contemplated by the Commitment Letter, together with available cash of Parent and Acquiror, will be sufficient for Acquiror and the Surviving Corporation to pay the aggregate Merger Consideration, the aggregate consideration to be paid to each holder of a Company Option and other awards pursuant to Section 3.5, any repayment or refinancing of debt contemplated in the Commitment Letter and the Fee fees and expenses incurred in connection with the transactions contemplated hereby. The fee letter between Parent and Lender referred to in the Commitment Letter does not contain any conditions precedent or other contingencies related to the funding of the full amount of the Financing or any provisions that could reduce the aggregate amount of the Financing set forth in the Commitment Letter or the aggregate proceeds contemplated by the Commitment Letter. As of the date hereof, no event none of Parent or Acquiror has occurred or circumstance exists which, with or without notice, lapse 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 will not be available to Parent and Acquiror 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 contained in this AgreementClosing Date.

Financing. (a) Buyer Parent has delivered to Seller the Company (i) true, correct and complete copies of the executed commitment letter, dated as of the date hereof, between The Laclede Groupamong Parent, Inc., ▇▇▇▇▇ Fargo Bank, National Association, Citigroup Global Markets Inc. and ▇▇▇▇▇ Fargo Securities, UBS Securities LLC (the “Financing "Commitment Letter”"), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer Parent the amounts set forth therein (such debt financing (and including, if applicable, any debt securities issued in lieu of any of any such debt 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 Buyeramong Parent, ▇▇▇▇▇ Fargo Bank, National Association, Citigroup Global Markets Inc. and ▇▇▇▇▇ Fargo Securities, UBS Securities LLC (the “"Redacted Fee Letter”") related to the Financing. At As of the Closingdate hereof, Buyer will have sufficient funds to enable it to consummate neither the transactions contemplated by this Agreement. Neither Commitment Letter nor the Financing Letter or Redacted Fee Letter has been amended or modified and the commitments contained in the Financing Commitment Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Commitment Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. Parent and, to the knowledge Knowledge of BuyerParent, the other parties to the Financing LetterCommitment Letter in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). There are no conditions precedent or other contingencies related that would, or would reasonably be expected to, reduce the full amount of the Financing contemplated by the Commitment Letter or the funding of the full amount of the Financing contemplated by the Commitment Letter or materially delay or prevent the funding of all or any portion of the Financing contemplated by the Commitment Letter, other than as set forth in, or expressly contemplated by, the Commitment Letter and the Redacted Fee Letter. As of the date hereof, neither Parent nor any of the Parent Subsidiaries has entered into any side letters or other agreements imposing conditions or other contingencies to the funding of the full amount of the Financingproceeds of the Financing contemplated by the Commitment Letter, other than as those set forth in (or expressly contemplated by) the Financing Commitment Letter and the Redacted Fee Letter. Parent has fully paid, or caused to be paid, any and all commitment fees or other fees required by the terms of the Commitment Letter and Redacted Fee Letter to be paid on or before the date of this Agreement. (c) As of the date hereof, none of Parent or Merger Sub, or to the Knowledge of Parent, any Financing Source counterparty thereto is in breach of any of its covenants or other obligations set forth in, or is in default under, the Commitment Letter. To Parent's Knowledge and assuming the Company and the Company Subsidiaries have performed their respective obligations under this Agreement, as of the date hereof, no event has occurred or circumstance exists whichcircumstances exist that, 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 on the part of BuyerParent or Merger Sub, or to the knowledge Knowledge of BuyerParent, any other partyFinancing Source counterparty thereto, under the Financing Commitment Letter, (ii) constitute or result in a failure to satisfy a condition precedent set forth in the Commitment Letter or Fee Letter(iii) otherwise result in any portion of the Financing contemplated by the Commitment Letter being unavailable; provided, however, that neither Parent nor Merger Sub is making any representation or warranty regarding the effect of any inaccuracy in the representations and warranties of the Company set forth herein. As of the date hereof, Buyer reasonably believes that the conditions none of Parent or Merger Sub has received any notice or other communication from any party to the Financing contemplated in Commitment Letter with respect to or is otherwise aware of (A) any breach or default on the part of Parent or Merger Sub or any other party to the Commitment Letter or (B) any intention of such party to terminate the Commitment Letter, to not provide all or any portion of the Financing or to require any additional reserves not contemplated by the Commitment Letter and the Redacted Fee Letter will or for expenses to be satisfiedpaid by Parent or any of its Affiliates on prior to or as a condition to the consummation of the Financing at Closing other than as provided in the Commitment Letter and the Redacted Fee Letter. (d) Parent expressly acknowledges and agrees that the receipt of all or any portion of the Financing is not a condition to its and/or Merger Sub's obligations to effect the Closing. Assuming the accuracy of the representations and warranties of the Company in this Agreement as of the Closing Date and the performance by the Company and the Company Subsidiaries of their obligations hereunder, at the amount of funds to be provided pursuant to the Commitment Letter, if funded in accordance with the terms therein, together with the proceeds of the Healthcare Properties Sale, if funded in accordance with the terms of the agreement for such sale, and other financial resources of Parent and Merger Sub available on or prior to the time contemplated hereunder for the of Closing, except that no representation including cash on hand and marketable securities of Parent and Merger Sub on the Closing Date, will be sufficient to consummate the Merger, the Transactions and to pay (i) the Cash Consideration, (ii) any cash in lieu of fractional Parent Common Shares pursuant to Section 3.13 and (iii) all other amounts required to be paid by Parent or warranty is being made as to whether Merger Sub in connection with the consummation of the Transactions, and any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementother related fees and expenses.

Financing. (a) Buyer has delivered received a debt financing commitment pursuant to Seller a letter agreement (itogether with the exhibits and annexes thereto, the “Debt Financing Commitment Letter”) and an equity financing commitment pursuant to a letter agreement (together with the exhibits and annexes thereto, the “Equity Commitment Letter,” and together with the Debt Financing Commitment Letter, the “Financing Commitments”). A true, correct and complete copies copy of the executed commitment letterDebt Financing Commitment Letter is attached hereto as Exhibit B. The financing contemplated by the Debt Financing Commitment Letter is hereafter referred to as the “Debt Financing.” A true, dated as correct and complete copy of the date hereof, between Equity Commitment Letter is attached hereto as Exhibit C. The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (financing contemplated by the Equity Commitment Letter is hereafter referred to as the “Equity Financing.” When funded, the Debt Financing Letter”), pursuant to which and 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 Equity Financing represent all 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 necessary to consummate the transactions contemplated by this AgreementAgreement and to pay all related fees and expenses for which Buyer will be responsible in connection with the transactions contemplated hereby. 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 each in full force and effect and, in the forms attached, constitute a legal, valid and is the valid, binding and enforceable obligation of The Laclede Group, Inc. the Buyer and, to the knowledge of Buyer’s Knowledge, the other parties to thereto. As of the date hereof, the Financing LetterCommitments have not been withdrawn or amended or modified in any respect and Buyer does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in the Financing Commitments not being satisfied. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingDebt Financing and the Equity Financing on the terms contained in the Financing Commitments, other than as set forth in the such Financing Letter and the Fee LetterCommitments. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time time, or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, Buyer under any term or to the knowledge condition of Buyer, any other party, under the Financing Letter or Fee Letter. As Commitments, and, assuming the truth of the date hereofrepresentations and warranties of the Company contained in this Agreement and made in accordance with this Agreement and the satisfaction of the conditions specified in Section 6.2, Buyer reasonably believes that the conditions it will be able to the Financing contemplated satisfy on a timely basis any material term or condition of closing to be satisfied by it contained in the Financing Commitments. Buyer has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement and will pay any such amounts required to be paid after the date hereof. Notwithstanding anything in this Agreement to the contrary, the Debt Financing Commitment Letter and the Fee Letter will may be satisfiedamended, supplemented or superseded, in whole or in part, at or the option of Buyer after the date of this Agreement but prior to the Closing Date as and to the extent set forth in Section 5.4(i). In such event, the term “Debt Financing Commitment Letter” as used herein shall be deemed to include the Debt Financing Commitment Letter to the extent not superseded at the time contemplated hereunder for in question and the ClosingNew Debt Financing Commitments to the extent then in effect, except that no representation or warranty is being made and the term “Debt Financing” 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 Agreementused herein shall include the debt financing thereunder.

Financing. (a) Buyer has delivered to Seller (i) true, correct complete and complete fully executed copies of the executed (a) a commitment letterletter (including all exhibits, dated as of the date hereofschedules and annexes thereto, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing 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 (iib) true and correct (subject to the redactions noted therein) copies of the executed a fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC letter (the “Fee Letter”) related ), in each case, dated on or prior to the Financing. At date of this Agreement, between Buyer and the Closing, Buyer will have sufficient funds to enable it to consummate Financing Sources party thereto (the transactions financing 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 Commitment Letter and the Fee Letter, the “Financing”) (provided that the amount of fees, flex provisions, pricing terms, pricing caps and other economic terms set forth in any fee letter may be redacted (and none of the redacted provisions affect the availability of or reduce the aggregate principal amount of the Financing under the Financing Documents)) (collectively, the Commitment Letter and the Fee Letter, the “Financing Documents”). As of the date hereof, no event has occurred assuming the funding of the Financing on the Closing Date and the satisfaction of the conditions set forth in Article VII, the proceeds of the Financing, when funded in accordance with the Financing Documents, together with other funds available to Buyer will be, in the aggregate, sufficient for Buyer to have the necessary cash resources to pay the Purchase Price and meet all of Buyer’s financial obligations under this Agreement and the other Transaction Documents (collectively, the “Required Amount”). As of the date of this Agreement and other than as disclosed in the Commitment Letter, there are no, and there are not contemplated to be, any side letters or circumstance exists whichother legally binding agreements, with contracts or without notice, lapse of time or both, would or arrangements that would reasonably be expected to constitute a default affect (i) the conditions precedent to the funding of the Financing in an amount necessary to satisfy the Required Amount or breach on (ii) any reduction in the part aggregate principal amount of the Financing below an amount necessary to satisfy the Required Amount. As of the date of this Agreement, none of the Financing Documents have been amended, restated or otherwise modified or waived, and the respective commitments contained therein have not been withdrawn, rescinded, amended, restated or otherwise modified in any material respect, in each case, by Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letterparty thereto in any respect. As of the date hereofof this Agreement, Buyer each of the Financing Documents is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and to the knowledge of Buyer, each of the other parties thereto, and enforceable against Buyer, and, to the knowledge of Buyer, each of the other parties thereto, in accordance with its terms (in each case, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Article VII (A) no event has occurred which would reasonably believes that be expected to constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or prevent any of the conditions to the Financing contemplated from being satisfied, in each case on the part of Buyer, or, to the knowledge of Buyer, any other parties thereto, under the Financing Letter Documents and (B) Buyer does not have any reason to believe that (x) any of the Fee Letter conditions to the Financing will not be satisfied, or (y) the Financing in an amount necessary to satisfy the Required Amount will not be available to Buyer at Closing. Buyer has fully paid, or caused to be fully paid, all commitment fees and other fees to the extent required to be paid on or prior to the time date of this Agreement in connection with the Financing. Notwithstanding anything in this Agreement to the contrary, Buyer acknowledges and agrees that the obtaining of the Financing is not a condition to Closing or the consummation of the Transaction. Notwithstanding anything to the contrary in this Agreement, Seller expressly agrees that a breach of this representation and warranty shall not result in a failure of a condition precedent set forth in Section 7.03 if, notwithstanding such breach, Buyer is willing and able to consummate the transactions contemplated hereunder hereby on the terms otherwise contemplated hereby on the Closing Date. . Assuming that (a) the most recent Business Financial Statements present fairly in all material respects the financial condition of the Seller as at the end of the periods covered thereby and the results of operations of the Seller for the Closingperiods covered thereby in accordance with GAAP, except and (b) the consummation of the Financing on the terms set forth in the Commitment Letter, then, immediately after giving effect to the transactions contemplated hereby, Buyer shall be, on a consolidated basis, solvent and shall: (x) be able to pay its debts as they become due; (y) own property that no representation or warranty has a present fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (z) have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of Buyer or Seller. In connection with the transactions contemplated hereby, Buyer has not incurred, nor plans to incur, debts beyond its ability to pay 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 Agreementthey become absolute and matured.

Financing. (a) Buyer The Purchaser has delivered to Seller (i) the Company true, correct correct, and complete copies of the an executed commitment letterletter among Blackstone Tactical Opportunities Fund III L.P. and the Purchaser, dated as of the date hereofhereof (together with all annexes, between The Laclede Groupschedules and exhibits (in each case, Inc.if any) thereto, ▇▇▇▇▇ Fargo Bank, National Associationthe “Equity Commitment Letter”, and ▇▇▇▇▇ Fargo Securitiesthe commitment thereunder, LLC (the “Equity Financing LetterCommitment”), pursuant ) to which the counterparties thereto have committedprovide, subject to the terms and conditions thereoftherein, to lend to Buyer cash in the amounts aggregate amount set forth therein (the “Equity 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 The Equity Financing is in amounts sufficient funds to enable it the Purchaser to perform their obligations under this Agreement and to consummate the transactions contemplated by this Agreementhereby. 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 Equity Commitment Letter is in full force and effect and constitutes the enforceable, legal, valid and binding obligations of each of the parties thereto. The Equity Commitment Letter, including the Equity Financing Commitment thereunder, have not been withdrawn, terminated, amended, restated, replaced, supplemented or otherwise modified or waived and no such withdrawal, termination, amendment, restatement, replacement, supplement, modification or waiver is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Lettercontemplated. There are no conditions precedent side letters or other contingencies related agreements, arrangements, contracts or understandings relating to the funding Equity Commitment Letter that could affect the availability of the full amount Equity Financing, and the Purchaser does not know of any facts or circumstances that may be expected to result in any of the Financing, other than as conditions set forth in any Equity Commitment Letter not being satisfied, or the Equity Financing Letter and not being available to the Fee LetterPurchaser, at the Closing. As of the date hereof, no No event has occurred or circumstance exists whichthat, with or without notice, lapse of time or both, would would, or would reasonably be expected to to, constitute a default or breach on the part of Buyerthe Purchaser, or by any other party thereto, under any term or condition of the Equity Commitment Letter, and the Purchaser 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 Equity Commitment Letter. Except as expressly set forth in the Equity Commitment Letter, there are no conditions precedent related to the knowledge funding of Buyer, any other party, under the full amount of the Equity Financing Letter or Fee LetterCommitment. As of the date hereofof this Agreement, Buyer reasonably believes the Purchaser is not aware of any fact, circumstance or occurrence that makes any representation or warranty of the Purchaser included in this Agreement or the Equity Commitment Letter inaccurate. Assuming (i) the satisfaction of the conditions to in Article V hereof and (ii) the Equity Financing contemplated is funded in accordance with their respective conditions, upon funding of the Equity Financing Letter and Commitment, the Fee Letter Purchaser will be satisfied, have at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as immediately available cash funds sufficient to whether fund all of the amounts required to be provided by the Purchaser for the consummation of the transactions contemplated hereby, including the payment of the Purchase Price and any other amounts required to be paid in connection with the consummation of Sellerthe transactions contemplated hereby, including all related fees and expenses, and are sufficient for the satisfaction of all of the Purchaser’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in obligations under this Agreement, as applicable.

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,

Financing. (a) Buyer The financing required to consummate the Merger and the transactions contemplated hereby and to pay related fees and expenses is collectively referred to in this Agreement as the “Financing”. Acquiror has delivered to Seller (i) true, correct the Company a true and complete copies copy of the a fully-executed commitment letter, dated as of letter (the date hereof, between The Laclede Group, Inc., “Commitment Letter”) made by ▇▇▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo SecuritiesBank USA (including any parties thereto that join by joinder and together with their affiliates, LLC (officers, directors, employees, agents and representatives and their respective successors and assigns, 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 “FinancingLender”) 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 relating to the Financing. At the ClosingEffective Time, Buyer assuming that the Lender shall have funded under the Commitment Letter pursuant to the terms thereof, Acquiror and Merger Sub will have sufficient available all of the funds necessary for the acquisition of all shares of Company Common Stock pursuant to enable it the Merger, and to consummate the transactions contemplated by perform their respective obligations under this Agreement. Neither Except as set forth in the Commitment Letter, there are no conditions precedent to the obligations of the Lender to fund the portion of the Financing specified in the Commitment Letter. There are no other agreements, side letters, or arrangements that would permit the Lender to reduce the amount of the portion of the Financing specified in the Commitment Letter or Fee that could otherwise affect the availability of the portion of the Financing specified in the Commitment Letter. The Commitment Letter has been amended or modified duly executed and delivered by, and is a legal, valid and binding obligation of, Acquiror and, to the commitments contained in knowledge of Acquiror, the Financing Lender. The fee letter associated with the Commitment Letter have does not been withdrawn or rescinded in contain any respect. (b) conditions precedent to the funding of the Financing. As of the date hereof, the Financing Commitment Letter is in full force and effect and is has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the validCommitment Letter on or prior to the date hereof have been paid and, binding and enforceable obligation as of The Laclede Group, Inc. andthe date hereof, to the knowledge of BuyerAcquiror, the other parties to the Financing Letter. There are there is no conditions precedent fact or other contingencies related to the funding occurrence existing that would make any of the full amount of the Financing, other than as statements (including assumptions) set forth in the Financing Commitment Letter and inaccurate in any material respect. Assuming no breach or default by the Fee Letter. As Company under this Agreement, there is no fact or occurrence known to Acquiror or Merger Sub as of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, this Agreement that would or would reasonably be expected cause the conditions to constitute a default or breach on funding of the part portion of Buyer, or to the knowledge of Buyer, any other party, under the Financing specified in the Commitment Letter not to be satisfied at or Fee Letter. As before the Effective Time, and, subject to such assumption, neither Acquiror nor Merger Sub has reason to believe as of the date hereof, Buyer reasonably believes hereof that the conditions it will be unable to the Financing contemplated satisfy on a timely basis any term or condition of closing to be satisfied by it contained 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) As of the date of this Agreement, Parent has, and as of the Closing Date, Buyer will have, sufficient funds available for it to pay the Purchase Price on the terms contemplated hereby and to pay related fees and expenses. Without limitation of the foregoing, Parent has delivered furnished to Seller (i) true, correct complete and complete accurate fully executed copies of a debt commitment letter (as may be amended, modified, supplemented, replaced or extended in accordance with this Agreement, the executed commitment letter“Commitment Letter”), dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, among the banks party thereto and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”)Parent, pursuant to which such banks have committed to provide or cause to be provided debt financing to Parent in connection with the counterparties thereto have committedtransactions contemplated hereby (such debt financing, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (). The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letter, together with cash on hand of Parent that is not subject to any restrictions and is able to be used to pay the redactions noted thereinPurchase Price, is sufficient to allow Buyer to (a) 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 hereby, including payment of the Financing Letter or Fee Letter has been amended or modified Purchase Price and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) satisfy in cash all other obligations of Buyer required to be satisfied at the Closing. As of the date hereof, the Financing Commitment Letter is in full force (together with the fee letters (copies of which have been provided to Seller, redacted with respect to any fees, flex amounts and effect and is other information customarily redacted provided that no provisions that, or would reasonably be expected to, adversely affect the valid, binding and enforceable obligation availability of The Laclede Group, Inc. and, to the knowledge of Buyeror impose additional conditions on, the other parties availability of the Financing have been redacted)) constitute all of the agreements entered into by Parent and/or its Affiliates with respect to the Financing and the Commitment Letter. There are no conditions precedent The Commitment Letter is not subject to any contingency or other contingencies condition of any kind whatsoever, including any subsequent approval process, related to the funding of the full amount of the Financing, financing contemplated by the Commitment Letter other than as set forth in the Financing Letter and the Fee executed Commitment Letter. As of the date hereof, no the Commitment Letter is in full force and effect, constitute the legal, valid and binding obligations of Parent and, to the Knowledge of Buyer, the other parties thereto, and have not been modified or amended in any respect, and the respective commitments contained in the Commitment Letter have not been withdrawn or rescinded. 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 any term, or to a failure of any condition, of the knowledge Commitment Letter or otherwise result in any portion of Buyer, any other party, under the Financing Letter or Fee contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 4.1. Neither Parent nor any of its Affiliates is in breach of the Commitment Letter, nor are any of the other parties thereto in breach of the Commitment Letter. As of the date hereof, Buyer reasonably believes that Parent has no reasonable reason to believe that, (1) Parent and, to the Knowledge of the Buyer, each other party to the Commitment Letter shall be unable to satisfy on a timely basis any of the conditions that are required to be satisfied by it or such other party as a condition to the Financing obligations under the Commitment Letter prior to the expiration thereof and (2) any portion of the financing contemplated by the Commitment Letter shall not be made available to Buyer at the Closing. As of the date hereof, Parent has paid in the Financing Letter full any and the Fee Letter will all commitment fees and/or other fees required to be satisfied, at paid on or prior to the time contemplated hereunder for date hereof under the terms of the Commitment Letter and shall pay all other commitment fees and/or other fees required to be paid under the terms of the Commitment Letter upon 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) 4.5.1 Attached as Exhibit A is a true, correct accurate and complete copies copy of the executed commitment letterletter (the "DEBT COMMITMENT LETTER") from Citigroup Global Markets Inc. ("CGMI"), dated which remains in full force and effect as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, of this Agreement and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which CGMI has committed on behalf of Citigroup (as defined in the counterparties thereto have committed, subject Debt Commitment Letter) (the "LENDER") to provide debt financing on the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”"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 in connection with the transactions contemplated by this Agreement. Neither Attached as Exhibit B are true, accurate and complete copies of each of 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 letters dated as of the date hereofof this Agreement among Seller and the respective equity investors named therein (together, the Financing Letter is "EQUITY INVESTORS") (the "EQUITY COMMITMENT LETTERS" and, together with the Debt Commitment Letter, the "COMMITMENT LETTERS"), which are in full force and effect as of the date of this Agreement and is pursuant to which the validEquity Investors have committed to provide equity financing, binding on the terms and enforceable obligation of The Laclede Group, Inc. andconditions set forth therein, to Buyer in connection with the knowledge transactions contemplated by this Agreement. 4.5.2 The proceeds of Buyerthe Debt Financing, together with the other parties funds to be contributed to Buyer by, or on behalf of the Equity Investors named in the Equity Commitment Letters, will be sufficient to pay the Purchase Price to Seller and to pay the fees and expenses incurred by or on behalf of Buyer and/or any of its Affiliates relating to the Financing Letter. There are no conditions precedent or other contingencies related to transactions contemplated by this Agreement and by the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee LetterCommitment Letters. As of the date hereofof this Agreement, no event has occurred (a) the Commitment Letters have not been withdrawn, (b) Buyer does not know of any facts or circumstance exists which, with or without notice, lapse of time or both, would or circumstances that would reasonably be expected to constitute result in the withdrawal of the Commitment Letters, and (c) neither Buyer nor any of its Affiliates is a default party to or breach on beneficiary of any agreement, commitment letter or other arrangement with the part of BuyerLender or any other financing source that relates to, or to the knowledge of Buyer, bears in any other party, under the Financing material respect on any Commitment Letter or Fee the rights and obligations set forth in any such Commitment 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) trueTrue, correct and complete copies of the executed debt commitment letterletter dated August 18, dated as of the date hereof, between The Laclede Group, Inc., 2005 from ▇▇▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo SecuritiesCapital, 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 a division of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo SecuritiesBusiness Financial Services Inc., and the supplemental letter related thereto from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital dated August 31, 2005 (collectively, the “Debt Commitment Letter”) and the equity commitment letter dated August 31, 2005 from the Guarantors and Infinity Associates LLC (the “Fee Equity Commitment Letter,” and with the Debt Commitment Letter, the “Commitment Letters”) related ), have previously been provided to the FinancingCompany, all of which are in full force and effect. At The aggregate proceeds contemplated by the ClosingCommitment Letters, Buyer if and when funded in accordance with the Commitment Letters, together with the available cash of the Company, will have be sufficient funds for Merger Sub and the Surviving Corporation to enable it pay the aggregate Merger Consideration, the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letters, all payments required under Section 5.5 hereof and the fees and expenses incurred in connection with the transactions contemplated hereby. The obligation of the financing sources to fund the commitments under the Debt Commitment Letter is not subject to any conditions other than as set forth in or contemplated by the Debt Commitment Letter. The obligation of the financing sources to fund under the Equity Commitment Letter is not subject to any conditions other than as set forth in the Equity Commitment Letter and conditions customary for transactions of this nature. As of the date of this Agreement, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Equity Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letters not being satisfied to the extent such conditions can be satisfied by, or are under the control of, Parent or Merger Sub or (ii) the funding contemplated in the Commitment Letters not being made available to Parent on a timely basis in order 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. (a) Prior to the execution of this Agreement, Buyer has delivered to Seller complete and correct copies of executed commitment letters from (i) trueDeutsche Bank AG New York Branch and Deutsche Bank Securities Inc. and (ii) Barclays Bank PLC (including all schedules, correct and complete copies annexes, exhibits or other attachments to such commitment letters other than those documents solely relating to fee arrangements in connection with such letters (collectively, the “Commitment Letters”)). The documents relating to such fee arrangements do not contain any conditions precedent relating to the provision of the executed commitment letter, dated as financing referred to in the Commitment Letters except for the payment of the date hereoffees provided therein. Pursuant to the Commitment Letters, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, such lenders and ▇▇▇▇▇ Fargo Securities, LLC (their affiliates have committed to provide and arrange the “Financing Letter”), pursuant to which the counterparties thereto have committed, financing described therein 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 to the redactions noted therein) copies 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 may be used to consummate the transactions contemplated by this AgreementAgreement (such financing collectively referred to as the “Financing”). Neither The Commitment Letters are in effect as of the Financing Letter Execution Date and Buyer has not agreed to any material amendment or Fee Letter has been amended modification to any of the Commitment Letters that would adversely affect the ability of Buyer or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) its Affiliates to obtain financing as contemplated thereby. As of the date hereofof this Agreement, (i) Buyer has not received from or provided to any counterparty to the Financing Letter is Commitment Letters written notification that the Commitment Letters are not in full force and effect or have been withdrawn or terminated or otherwise amended or modified in any respect, that Buyer has failed to perform, and such failure is the validcontinuing, binding and enforceable obligation of The Laclede Groupits Obligations thereunder to date, Inc. andor that any counterparty thereto has not performed its Obligations thereunder to date, (ii) 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’s Knowledge, no event has occurred and no circumstance or circumstance exists whichcondition exists, that (with or without notice, notice or lapse of time or both, would time) has resulted in or would reasonably be expected to constitute result in a breach or violation of, or a default or breach on under, the part Commitment Letters and (iii) each Commitment Letter is a legal, valid, binding and enforceable agreement of Buyer, and, to Buyer’s Knowledge, the other parties thereto and is in full force and effect, except as enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the knowledge discretion of Buyer, the court before which any other party, Proceeding therefor may be brought. Buyer and its Affiliates are in a position to satisfy all of their respective conditions to advances under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions Commitment Letters to the Financing contemplated in extent such conditions are within their control. Buyer acknowledges that obtaining the Financing Letter (y) is not a condition to its Obligation to consummate the transactions contemplated by this Agreement and the Fee Letter will (z) is not to be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made treated as to whether any a provision of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementSection 8.3.

Financing. (a) Buyer Acquiror has delivered to Seller (i) true, correct received and complete copies of the executed commitment letterletters dated February __, 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 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 an executed debt financing commitment letter and the related fee letter, Inc.each dated on or about the date of this Agreement (provided that the fee letter has been redacted to remove fees, ▇▇▇▇▇ Fargo Bankpricing and other economic terms, National Associationthresholds and caps), from the Financing Sources (including all exhibits, schedules or annexes thereto, and ▇▇▇▇▇ Fargo Securitiesas amended, LLC (supplemented or otherwise modified from time to time in accordance with the terms set forth in this Agreement, collectively, the “Financing Debt Commitment Letter”), pursuant ) to which the counterparties thereto have committedprovide, subject to the terms and conditions thereoftherein, debt financing to lend to Buyer Guarantor or an Affiliate thereof in the amounts set forth therein (the debt financing contemplated by the Debt Commitment Letter being collectively referred to as the “Financing”) for the purpose of funding the amounts required to be paid by Parent or Merger Sub at the Offer Closing and the Closing pursuant to this Agreement and in connection with the transactions contemplated hereby, including (i) the aggregate Offer Price payable by Parent or Merger Sub on the Offer Closing Date pursuant to Section 1.01(f), and the aggregate Merger Consideration payable by Parent and Merger Sub on the Closing Date pursuant to Section 3.02(a) and the payment of the amounts contemplated by Section 3.07, (ii) true and correct repayment, prepayment or discharge (subject after giving effect to the redactions noted thereinClosing) copies of the Payoff Debt for which a Payoff Letter is delivered pursuant to this Agreement, and (iii) all fees and expenses required to be paid on the Offer Closing Date and the Closing Date in connection with the Financing and the other transactions contemplated hereby to be consummated on the Offer Closing Date or the Closing Date (clauses (i) through (iii) collectively, the “Required Closing Amounts”). (b) As of the date of this Agreement, there are no other side letters or agreements to which Guarantor, Parent or Merger Sub is a party relating to the Financing other than as expressly set forth in the Debt Commitment Letter. As of the date of this Agreement, the Debt Commitment Letter, in the form provided to the Company, has not been amended, supplemented, modified, terminated or rescinded and, to the Knowledge of Parent, no amendment, supplement, modification, termination or rescission of the Debt Commitment Letter is contemplated (other than to add lenders, lead arrangers, syndication agents or other entities who had not executed fee letter, dated the Debt Commitment Letter 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 Financing Letter or Fee Letter has been amended or modified and the The commitments contained in the Financing Debt Commitment Letter have not been withdrawn or rescinded in any respect. respect and, to the Knowledge of Parent, no such withdrawal or rescission is contemplated. As of the date of this Agreement, the Debt Commitment Letter contains all of the conditions precedent to the obligations of the applicable Financing Sources to make the applicable portion of the Required Closing Amounts available to Parent and Merger Sub on the terms set forth therein. Assuming the Financing is funded in accordance with the terms and conditions of the Debt Commitment Letter (b) As before and after giving effect to the occurrence of any “market flex” related to the Financing), Parent will have sufficient cash or other sources of funds to pay all of the Required Closing Amounts. The Debt Commitment Letter has been duly executed and delivered by Guarantor and, as of the date hereof, the Financing Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of The Laclede Group, Inc. Guarantor and, to the knowledge Knowledge of BuyerParent, each of the other parties thereto, in each case subject to the Financing Enforceability Exceptions. As of the date of this Agreement, no event has occurred that (with or without notice or lapse of time or both) would reasonably be expected to (i) result in any breach of or constitute a default under the Debt Commitment Letter. There are no conditions precedent or other contingencies related , in each case, on the part of Guarantor, Parent, Merger Sub or, to the Knowledge of Parent, the Financing Sources, (ii) permit any party to the Debt Commitment Letter to terminate the Debt Commitment Letter, or (iii) permit any party to the Debt Commitment Letter to not make the initial funding of the full Financing in an aggregate amount of equal to the Financing, other than as set forth in the Financing Letter and the Fee LetterRequired Closing Amounts. 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 party to the knowledge Debt Commitment Letter has notified Parent or Guarantor in writing of Buyer, its intention to terminate any other party, of the commitments set forth in the Debt Commitment Letter or not to provide the Financing. All fees and expenses in respect of the Financing that are required to be paid under the Debt Commitment Letter on or prior to the date of this Agreement have been paid in full. (c) The execution and delivery of the Debt Commitment Letter have been duly and validly authorized by all necessary action of the Guarantor, Parent, Merger Sub, and to the Knowledge of the Parent, the Financing Letter or Fee Letter. Sources. (d) As of the date hereofof this Agreement, Buyer reasonably believes assuming the conditions set forth in Annex A and Section 7.01 have been satisfied (other than those conditions that by their terms are to be satisfied at the Offer Closing or the Closing, as applicable, but subject to such conditions being able to be satisfied) or waived by the Offer Closing, Parent and Guarantor have no reason to believe that any of the conditions to the Financing will not be satisfied or that (subject to the satisfaction of such conditions) the full amount of the Financing contemplated by the Debt Commitment Letter to be funded on the Offer Closing Date will not be available to Parent or Merger Sub on the Offer Closing Date. (e) Parent expressly acknowledges and agrees that the Guarantor’s or its Affiliates ability to obtain the Financing or any other financing is not a condition to any of its obligations under this Agreement or a condition precedent to the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the Company agrees that any inaccuracy of the representation and warranty in this Section 5.04 shall not result in the Financing Letter failure of a condition precedent to the Company’s obligations under this Agreement if (notwithstanding such inaccuracy) Parent is willing and able to consummate the transactions contemplated by this Agreement on the Offer Closing Date 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 Parent has available, and Parent will provide to Merger Sub at the time it becomes obligated to accept for payment and pay for any Shares pursuant to the Offer, and at the Effective Time, sufficient cash and cash equivalent resources available for Parent and Merger Sub to consummate the Offer, the Merger and all of the other transactions contemplated by this Agreement and to pay all related fees and expenses. Parent has delivered to Seller (i) true, correct the Company true and complete copies of the executed commitment letterletters, dated as addressed to Parent, from the parties listed in Section 3.6 of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC Parent Disclosure Letter (the “Financing Letter”"Equity Funding Parties"), pursuant to which provide equity financing (the counterparties thereto have committed, subject to "Financing") in the terms and conditions thereof, to lend to Buyer the aggregate 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"Equity Funding Letters"). 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 No Equity Funding Letter has been amended amended, supplemented or modified except as permitted in accordance with their respective terms, and the respective commitments contained in the Financing Letter Equity Funding Letters have not been withdrawn or rescinded in any respect. (b) As . Each of the date hereof, Equity Funding Letters in the Financing Letter form so delivered is in full force and effect and is the valida legal, valid and binding and enforceable obligation of The Laclede Groupeach of the Equity Funding Parties to Parent. No event has occurred which, Inc. andwith or without notice, to lapse of time, or both, would constitute a default of Parent or any other party thereto under any of the knowledge of Buyer, the other parties to the Financing LetterEquity Funding Letters. 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 Equity Funding Letters. The aggregate proceeds contemplated by the Equity Funding Letters will be sufficient for Parent and Merger Sub to pay the Fee Letteraggregate consideration contemplated by the Offer and, if applicable, the Merger and to pay all related transaction fees and expenses upon the terms contemplated by this Agreement. As Each of the date hereof, no event Equity Funding Parties has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected access to constitute a default or breach on the part of Buyer, or sufficient cash to the knowledge of Buyer, any other party, satisfy its obligations under the Financing Letter or Fee its Equity Funding 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 and complete the Sellers copies of the executed commitment letterletters (the “Debt Financing Commitment Letters”), 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 providing for debt financing in respect 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 AgreementAgreement (as the same may be amended, modified or supplemented, the “Debt Financing Commitment,” and such debt financing contemplated by the Debt Financing Commitment, the “Debt Financing"). 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 Debt Financing Letter Commitment is in full force and effect and is the legal, valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge Buyer and each of Buyer, the other parties thereto except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to the Financing Letter. general principles of equity. (b) 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 or expressly contemplated by the Debt Financing Letter and the Fee LetterCommitment. 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 or a failure to satisfy a condition precedent on the part of Buyer, Buyer or to the knowledge of Buyer, any other party, party thereto under the Debt Financing Letter or Fee LetterCommitment. As of the date hereof, Buyer reasonably believes and its Affiliates do not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Buyer at the Closing as contemplated in by the Debt Financing Letter Commitment Letters, and Buyer and its Affiliates do not have any knowledge that any of the Fee Letter lenders that are parties to the Debt Financing Commitments Letters will be satisfiednot perform their obligations thereunder. (c) Except for the fee letters relating to the Debt Financing (complete copies of which have been provided to the Sellers with redactions to the extent necessary to comply with confidentiality obligations), at as of the date hereof, there are no side letters or other Contracts relating to the Debt Financing Commitment that could adversely affect the availability of the full amount of the Debt Financing. None of the Debt Financing Commitment Letters have been modified, amended or altered prior to the time contemplated hereunder for date of this Agreement and, as of the date of this Agreement, no such amendment or modification is contemplated, and none of the respective commitments under any of the Debt Financing Commitment Letters have been withdrawn or rescinded. (d) Assuming receipt of the amounts to be funded under the Debt Financing Commitment at the Closing, except Buyer will have sufficient cash or other sources of immediately available funds to enable it to consummate the transactions contemplated by this Agreement and to fulfill its obligations hereunder, including payment to the Sellers of the Estimated Purchase Price at the Closing and payment of any transaction fees and expenses of or payable by Buyer; provided, however, that no representation the receipt of the amounts to be funded under the Debt Financing Commitment is not a condition to Closing. All commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Commitments have been paid in full or warranty will be paid in full when due. (e) Buyer’s obligations under this Agreement are not subject to any conditions regarding Buyer’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the transactions contemplated by this Agreement regardless of the reasons why such Debt Financing, any alternative financing, or other financing is being made as to whether any of Seller’s representations or warranties are true or correct not obtained or whether Seller has complied with its covenants contained in this Agreementsuch reasons are within or beyond the control of Buyer.

Financing. (a) As of the date of this Agreement, the Buyer has delivered to Seller (i) true, correct and complete copies of the received an executed debt commitment letter, letter dated as of the date hereof, between The Laclede Groupincluding all exhibits, Inc., schedules and annexes thereto and any associated fee letter (the “Debt Commitment Letter”) from Barclays and ▇▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇▇▇ Fargo SecuritiesSenior Funding, LLC Inc. (the collectively, “Financing LetterLender”), pursuant to which the counterparties thereto have Lender has committed, subject to the terms and conditions thereofset forth therein, to lend provide to the Buyer the amounts amount of financing set forth therein in the Debt Commitment Letter (the “Debt Financing”) and (ii) ), for the Financing Purposes. A true and correct (subject to the redactions noted therein) copies complete copy 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 Debt Commitment Letter has been amended or modified previously provided to the Company (it being understood that such Debt Commitment Letter has been redacted in a customary manner, to omit the fee amounts and the commitments contained flex provisions provided therein and other information customarily redacted in such Debt Commitment Letter). The Buyer has fully paid any and all commitment fees or other fees required by the Financing Debt Commitment Letter have not been withdrawn to be paid on or rescinded in before the date hereof under the terms of the Debt Commitment Letter or any respect. (b) related fee letter and will pay all additional fees to be paid under the terms of the Debt Commitment Letter or any related fee letter as they become due. As of the date hereof, the Financing Debt Commitment Letter is in full force a legal, valid and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. the Buyer and, to the knowledge of the Buyer, each other party thereto, except as the same may be limited by the Enforceability Exceptions, and in full force and effect, has not been amended, modified, withdrawn, terminated or rescinded in any respect, and does not contain any material misrepresentation by the Buyer or Merger Sub and no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach thereunder on the part of the Buyer or Merger Sub. As of the date hereof, no amendment or modification to, or withdrawal, termination or rescission of, the Debt Commitment Letter is contemplated. The aggregate proceeds contemplated by the Debt Commitment Letter, together with available cash of the Buyer and Merger Sub, will be sufficient for Merger Sub and the Surviving Company to complete the transactions contemplated by this Agreement, and to satisfy all of the obligations of the Buyer and Merger Sub under this Agreement, including (x) paying the Purchase Price at and after Closing, (y) effecting the repayment or refinancing of all Closing Indebtedness as of the Closing Date and (z) paying all fees and expenses payable hereunder or under the Debt Commitment Letter (collectively, the “Financing Purposes”). As of the date hereof, neither the Buyer nor Merger Sub has incurred any obligation, commitment, restriction or liability of any kind, and neither of them is contemplating or aware of any obligation, commitment, restriction or liability of any kind, in either case which would reasonably be expected to adversely affect the availability of the Debt Financing. Except for the fee letter referred to in the Debt Commitment Letter, as of the date hereof, there are no side letters or other agreements, contracts, arrangements or understandings related to the funding or investing, as applicable of the Debt Financing other than as expressly set forth in the applicable Debt Commitment Letter, that could adversely affect the conditionality, enforceability or availability of the Debt Financing. Neither the fee letter between the Buyer and Lender referred to in the Debt Commitment Letter nor any other contract between Lender, on the one hand, and the Buyer or any of its Affiliates, on the other parties to the Financing Letter. There are no hand, contains any conditions precedent or other contingencies (x) related to the funding of the full amount of the Financing, other than as Debt Financing or any provisions that could reduce the aggregate amount of the Debt Financing set forth in the Financing Debt Commitment Letter and or the Fee Letteraggregate proceeds contemplated by the Debt Commitment Letter or (y) that could otherwise adversely affect the conditionality, enforceability or availability of the Debt Commitment Letter with respect to all or any portion of the Debt Financing. As of the date hereof, no event neither the Buyer nor Merger Sub has occurred or circumstance exists which, with or without notice, lapse any reason to believe that any of time or both, the conditions to the Debt Financing would or would not reasonably be expected to constitute be satisfied on a default timely basis or breach that the Debt Financing would not reasonably be expected to be available to the Buyer and Merger Sub on the part date on which the Closing should occur pursuant to Section 2.04. Each of Buyerthe Buyer and Merger Sub expressly acknowledges and agrees that its obligations hereunder, including its obligations to consummate the transactions contemplated hereby, are not subject to, or to the knowledge conditioned upon, receipt 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) The Buyer has delivered and the Transitory Subsidiary will at Closing have sufficient funds to Seller (i) perform all of their respective obligations under this Agreement and to consummate the Merger. Attached hereto as Annex A is a true, correct and complete copies copy of the executed commitment letter, dated as of letter from the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC bank named therein to Buyer (the “Debt Financing LetterCommitment”), pursuant to which the counterparties lenders party thereto have committedagreed to provide or cause to be provided the commitments set forth therein, subject solely to the terms and conditions thereof, to lend to Buyer the amounts set forth therein therein, for the purposes of funding payment of a portion of the Total Consideration (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 Debt Financing Letter Commitment, in the form so delivered, is in full force a legal, valid 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. Assuming the Financing Letter. There are no conditions precedent or other contingencies related to the funding accuracy of the full amount of the Financing, other than as representations and warranties set forth in Article III and compliance by the Financing Letter Company with its covenants and the Fee Letter. As agreement hereunder, as of the date hereofof this Agreement, to the knowledge of Buyer, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would result in the Debt Financing not being available at Closing and the Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term or would reasonably condition of closing to be expected satisfied by it contained in the Debt Financing Commitments. The Buyer has fully paid any and all commitment fees or other fees required by the Debt Financing Commitments to constitute a default be paid on 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 before the date hereof, Buyer reasonably believes that of this Agreement and will pay any such fees required by the conditions Debt Financing Commitments to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or paid prior to the time Closing. Subject to its terms and conditions, the Debt Financing, when funded in accordance with the Debt Financing Commitments, together with the cash of the Buyer, will provide the Buyer with acquisition financing at the Effective Time sufficient to consummate the Merger and pay the portion of the Total Consideration payable at the Closing upon the terms contemplated hereunder for by this Agreement and pay all related fees and expenses of the Closing, except that Buyer. There is no representation or warranty is being made as condition to whether any the funding of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained the financing described in this Agreementthe Debt Financing Commitment other than the conditions precedent set forth in the Debt Financing Commitment.

Financing. (a) Buyer Parent has delivered to Seller (i) true, correct the Company a true and complete copies copy of the an executed written commitment letter, dated as of the date hereofJune 25, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC 2007 (the “Financing LetterCommitment”), from CIBC Inc. and CIBC World Markets Corp. (collectively, the “Financing Parties”) to Parent and The Upper Deck Company, LLC, a Delaware limited liability company and an Affiliate of Parent (“UD Delaware” and, together with Parent, the “Borrowers”), pursuant to which the counterparties thereto Financing Parties have committedagreed, subject only to the terms and conditions thereofset forth in the Financing Commitment, to lend provide or cause to Buyer be provided to the Borrowers debt financing in the amounts set forth therein in the Financing Commitment for the purposes of financing the transactions contemplated by this Agreement and related fees and expenses (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 , the Financing Letter or Fee Letter Commitment has not been amended or modified modified, and the commitments commitment contained in the Financing Letter have Commitment has not been withdrawn or rescinded rescinded, in any respect. (b) As of . The Borrowers have fully paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or before the date hereofof this Agreement in connection therewith or pursuant thereto, and 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 Lettereffect. 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 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 breach or default or breach on the part of Buyerany Borrower, Merger Sub or to the knowledge any of Buyer, any other party, their respective Affiliates under the Financing Letter or Fee LetterCommitment. As Neither Parent nor Merger Sub is aware of the date hereof, Buyer reasonably believes that any reason why the conditions to the Financing contemplated set forth in the Financing Letter Commitment would not be satisfied on or before the Closing Date or such other earlier date as may be set forth in the Financing Commitment. Subject to the terms and conditions of the Financing Commitment, and subject to the terms and conditions of this Agreement, the aggregate proceeds contemplated by the Financing Commitment, together with the cash on hand of the Company, the Borrowers and the Fee Letter Borrowers’ respective “subsidiaries” (within the meaning of the Financing Commitment), including, without limitation, Merger Sub, on the Closing Date, will be satisfiedsufficient for Parent and/or Merger Sub to pay the aggregate Per Share Amount in the Amended Offer and the Merger, at or prior and any other amounts required to be paid in connection with the time consummation of the transactions contemplated hereunder for the Closinghereby, except that no representation or warranty is being made as and 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 Parent has delivered to Seller (i) true, correct and complete copies of the executed received a commitment letter, dated as of the date hereofMay 7, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC 2007 (the “Financing Debt Commitment Letter”), from Bank of America, N.A. (the “Lender”), pursuant to which the counterparties thereto have Lender has committed, subject to the terms and conditions thereofset forth therein, to lend provide up to Buyer $500,000,000 in senior secured debt financing (the amounts set forth therein “Debt Financing”). True, accurate and complete copies of the Debt Commitment Letter, as in effect on the date of this Agreement, have been furnished to the Investors. The proceeds to Parent from the issuance and sale of the Convertible Shares to the Investors pursuant to this Agreement together with the financing contemplated by the Debt Commitment Letter (collectively, the “Financing”) is sufficient for Parent to consummate the Transactions on the Closing Date and (ii) true pay the initial merger consideration under the Merger Agreement and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as all related fees and expenses thereunder and hereunder. As of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (A) 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 modified, and (B) the financing commitments contained in the Financing Debt Commitment Letter have not been withdrawn or rescinded in any respect. (b) As of . The Debt Commitment Letter, in the date hereofform so delivered, the Financing Letter is in full force and effect and is the valida legal, valid and binding and enforceable obligation of The Laclede Group, Inc. Parent and, to the knowledge Knowledge of BuyerParent, 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 hereofhereof and assuming the accuracy of all representations and warranties of MemberHealth in the Merger 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 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 hereof, Buyer reasonably believes that hereof and assuming the conditions to the Financing contemplated accuracy of all representations and warranties of MemberHealth in the Financing Letter Merger Agreement and compliance by MemberHealth with its agreements in the Fee Letter Merger Agreement, Parent has no reason to believe that it will be satisfied, at unable to satisfy on a timely basis any term or prior condition of closing 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 be satisfied by it contained in this Agreementthe Debt Commitment Letter. Parent has fully paid, or caused to be fully paid, any and all commitment and other fees required by the terms of the Debt Commitment Letter to be paid on or before the date hereof.

Financing. (a) Buyer has delivered to Seller (i) trueSeller, correct on or prior to the date hereof, true and complete copies of the (i) a fully executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, by and ▇▇▇▇▇ Fargo Securities, LLC among Buyer and the financial institutions party thereto (the “Debt Financing Sources”), including all annexes, exhibits, schedules and other attachments thereto and all executed fee letters associated therewith (other than the fees set forth therein, which have been redacted, none of which would reasonably be expected to adversely affect the amount, conditionality, enforceability, termination or availability of the Debt Financing) (the “Debt Commitment Letter”), dated as of the date hereof, pursuant to which the counterparties lenders and other parties thereto have committed, on the terms and subject to the terms and conditions thereofset forth therein, to lend to provide Buyer with debt financing in the amounts set forth therein in connection with the transactions contemplated hereby (the “Debt Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the a fully executed fee commitment letter, dated as of the date hereof, by and between Sponsor and Buyer, including all annexes, exhibits, schedules and other attachments thereto (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitment Letters”) pursuant to which Sponsor has committed to provide Buyer with equity financing in the amount and on the terms and subject to the conditions set forth therein in connection with the transactions contemplated hereby (the “Equity Financing” and, together with the Debt Financing, the “Financing”). ▇▇▇▇▇ Fargo Bankhas provided to the Company, National Associationon a confidential basis, copies of all fee letters associated with the Debt Financing that have been redacted to delete any confidential compensation information, certain market flex provisions and fee amounts (none of which would reasonably be expected to adversely affect the amount, conditionality, enforceability, termination or availability of the Debt Financing). The Equity Commitment Letter provides, and ▇▇▇▇▇ Fargo Securitieswill continue to provide, LLC (the “Fee Letter”) related that Seller is an express and intended third party beneficiary thereunder with respect 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 respectprovisions specified therein. (b) As of the date hereof, (i) the Financing Debt Commitment Letter is in full force and effect and is the valid, constitutes a valid and binding and enforceable obligation of The Laclede Group, Inc. Buyer and, to the knowledge of Buyer, the other parties thereto, (ii) the Equity Commitment Letter is in full force and effect and constitutes a valid and binding obligation of Buyer and the other parties thereto and (iii) assuming due and valid execution by each other party thereto, each of the Financing Commitment Letters constitute a valid, binding and enforceable agreement of Buyer and the other parties thereto in accordance with its terms, subject, in the case of enforceability, to the Enforceability Exception. Except as expressly permitted by ‎Section 5.17(b) and ‎‎Section 5.17(c), no Financing LetterCommitment Letter has been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect. As of the date hereof, no such amendment, modification, waiver, withdrawal or rescission is currently contemplated or the subject of discussions. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach under (A) the Debt Commitment Letter on the part of Buyer or, to the knowledge of Buyer, any other party thereto, or (B) the Equity Commitment Letter on the part of Buyer or any other party thereto. As of the date hereof, Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of Buyer in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Financing (including any flex provisions) other than as the conditions precedent expressly set forth in the Financing Letter Commitment Letters, and as of the Fee Letterdate of this Agreement, ▇▇▇▇▇ has no reason to believe that (1) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Financing Commitment Letters, including any condition to the closing of the Financing, or (2) the full amount of the Financing will not be made available to Buyer at or prior to the Closing. As of the date hereof, other than the Financing Commitment Letters, there are no event has occurred side letters or circumstance exists whichother contracts, with arrangements or without notice, lapse understandings (written or oral) directly or indirectly related to the Financing. The aggregate proceeds of time or both, would or would reasonably be expected the Financings are in an amount sufficient to constitute a default or breach (I) consummate the Closing on the part terms contemplated by this Agreement, (II) pay all other amounts payable by Buyer in connection with the consummation of Buyerthe transactions contemplated by this Agreement and (III) pay all related fees and expenses of Buyer and its Affiliates and its and their respective directors, managers, officers, general or limited partners, employees, counsel, financial advisors, auditors, agents and other authorized representatives (the foregoing, collectively, the “Funding Obligations”). Buyer has fully paid, or caused to the knowledge of Buyerbe paid, any and all commitment fees and any and all other partyfees and expenses, under the Financing Letter or Fee Letter. As of the date hereofin each case, Buyer reasonably believes that the conditions as are required to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at paid on or prior to the time contemplated hereunder for date hereof pursuant to the Closingterms of the Financing Commitment Letters. (c) ▇▇▇▇▇ acknowledges and agrees that, except that no representation or warranty is being made as notwithstanding anything to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained the contrary in this Agreement, but subject to the provisions of ‎Section 11.13, the consummation of the Financing, Alternative Financing or any other financing shall not be a condition to any obligations of Buyer hereunder, including the obligation to consummate the transactions contemplated hereby in accordance herewith.

Financing. (a) Buyer has delivered to Seller (i) true, correct the Company true and complete copies of the executed a commitment letter, dated as of the date hereofOctober 28, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC 2020 (the “Financing LetterCommitment”), between Buyer and Community Trust Bank, Inc. (“CTB”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, CTB 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 The Financing Letter or Fee Letter Commitment has not been amended or modified prior to the date of this Agreement, and as of the commitments contained in date of this Agreement, 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 as of the date hereof, and is constitutes the validlegal, valid and binding and enforceable obligation of The Laclede Group, Inc. each of Buyer and, to the knowledge of Buyer’s Knowledge, the other parties thereto pursuant to the Financing Letterits terms. There are no contractual conditions precedent or other contingencies related to the funding of the full amount of the FinancingDebt Financing (including any “flex” provisions), other than as expressly set forth in the Financing Letter Commitment. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment, together with Buyer’s cash on hand at the Closing, will be sufficient for Buyer and the Fee LetterCompany (post-Closing) to pay all amounts contemplated by ARTICLE II, and to pay all related fees and expenses to be paid by Buyer at Closing. As Assuming that the representations and warranties contained in ARTICLE III and IV are true and correct, as of the date hereofof this Agreement, no event has occurred which would result in any breach or circumstance exists which, violation of or constitute a default (or an event which with notice or without notice, lapse of time or both, both would or would reasonably be expected to constitute become a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, default) under the Financing Letter or Fee Letter. As Commitment, and Buyer does not have any reason to believe that any of the date hereof, Buyer reasonably believes that the conditions to the Debt Financing contemplated in will not be satisfied or that the Debt Financing Letter and will not be available to Buyer on the Fee Letter will Closing Date. Buyer 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 AgreementFinancing Commitment.

Financing. (a) Buyer has delivered to Seller (i) true, correct True and complete copies of the executed commitment letterCommitment Letters have been provided to Holdings, dated as which, assuming the closing of the date hereoffinancing transactions contemplated thereby, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, provide the Purchaser sufficient funds to provide the full amount of cash equity and ▇▇▇▇▇ Fargo Securities, LLC (debt proceeds required to consummate the “Financing Letter”), pursuant Contemplated Transactions and to which the counterparties thereto have committed, subject to the terms pay related fees and conditions thereof, to lend to Buyer the amounts set forth therein expenses (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 hereofof this Agreement, the Commitment Letters, in the form so delivered, are valid and in full force and effect, and the Purchaser has no reason to believe that the Financing contemplated by such Commitment Letters will not be available. 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 of the part of Buyer, or to the knowledge of Buyer, any other party, Purchaser under the Financing Letter Commitment Letters. The Purchaser has fully paid any and all commitment fees or Fee Letter. As other fees required by the Commitment Letters to be paid as of the date hereof. Except as set forth in the Commitment Letters, Buyer reasonably believes that there are no conditions precedent to the conditions obligations of the lenders party to the Debt Financing Commitment Letter and the equity investors party to the Equity Financing Commitment Letters to provide the Financing contemplated in by the Commitment Letters or that would permit the lenders party to the Debt Financing Commitment Letter and the Fee Letter will be satisfied, at or prior equity investors party to the time Equity Financing Commitment Letters to reduce the total amount of such Financing. Assuming the receipt of the proceeds contemplated hereunder for under the Commitment Letters, the Purchaser has, or shall have at the Closing, except sufficient immediately available funds to pay, in cash, all of the consideration payable to the Seller as required by this Agreement, and to make all other necessary payments in connection with the purchase of the Shares and to pay all related fees and expenses. (b) The Purchaser acknowledges and agrees that Holdings, its Subsidiaries and their Affiliates and employees of Holdings, its Subsidiaries and their Affiliates have no representation responsibility for any financing that the Purchaser may raise in connection with the transactions contemplated hereby. Any rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents prepared by or warranty is being made as to whether on behalf of the Purchaser or any of Sellerits Affiliates, or the Purchaser’s representations financing sources, in connection with the Purchaser’s financing activities in connection with the transactions contemplated hereby (collectively, “Offering Materials”) which include any information provided by or warranties are true or correct or whether Seller has complied on behalf of Holdings, its Subsidiaries and their Affiliates shall include a conspicuous disclaimer to the effect that Holdings, its Subsidiaries and their Affiliates and employees of Holdings, its Subsidiaries and their Affiliates have no responsibility for the content of such Offering Materials and disclaim all responsibility therefor and shall further include a disclaimer with respect to Holdings, its covenants contained Subsidiaries and their Affiliates and employees of Holdings, its Subsidiaries and their Affiliates in this Agreementany oral disclosure with respect to such financing activities.

Financing. As of the date hereof, the Buyer Parties anticipate that the financing of the transaction contemplated hereby will consist of debt financing (athe “Debt Financing”) provided to the Buyer Parties pursuant to the commitment letter among Deutsche Bank Trust Company Americas, Deutsche Bank Securities Inc. and the Buyer Parties dated as of the date hereof (the “Debt Commitment Letter”) and attached hereto as Exhibit 4.09. Buyer has delivered to Seller (i) true, correct a true and complete copies copy of the fully executed commitment letterDebt Commitment Letter pursuant to which the parties thereto have committed to provide the Debt Financing (the “Debt Financing Commitment”). As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and is a legal, valid and binding obligation of the Buyer Parties and, to Parent’s or Buyer’s Knowledge, the other parties thereto, and the Debt Financing Commitment thereunder has not been withdrawn or terminated. Assuming the satisfaction of the conditions set forth in Section 6.01, (a) each Buyer Party has no reason to believe, as of the date of this Agreement, that it will not be able to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates set forth in the Debt Commitment Letter and (b) such Buyer Party has no reason to believe, as of the date of this Agreement, that any portion of the Debt Financing to be made available thereunder will otherwise not be available to the Buyer Parties on a timely basis to consummate the transactions contemplated hereby. The execution of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or result in a breach, violation or default or give rise to any right of termination, cancellation or modification under the Debt Commitment Letter, the Indenture, dated as of the date hereofMay 2, between The Laclede Group2006, Inc.among Parent, ▇W▇▇▇▇ Fargo Bank, National Association, and the other parties thereto, as amended from time to time (the “Indenture”) or any other credit facility or financing arrangement of the Buyer Parties (other than, with respect to incurrence of the additional debt financing contemplated by the Debt Commitment Letter, the Credit Agreement, dated as of May 2, 2006, among Parent (as successor by merger to Lone Star Merger Corp., Activant Group Inc. (formerly known as Lone Star Holdings Corp.), Deutsche Bank Trust Company Americas, as Administrative Agent, the other lenders thereto, JPMorgan Chase Bank, N.A. as Syndication Agent, and L▇▇▇▇▇ Fargo SecuritiesCommercial Paper Inc., LLC as Documentation Agent, as amended from time to time (the “Financing LetterCredit Agreement”). The Buyer Parties have fully paid any and all commitment fees or other fees required by the Debt Financing Commitment to be paid by it on or prior to the date of this Agreement. Assuming the satisfaction of the conditions set forth in Section 6.01 and in the Debt Commitment Letter, the Debt Financing, when funded in accordance with the Debt Financing Commitment, will provide the Buyer Parties with funds sufficient to satisfy all of their obligations under this Agreement. The obligations to make the Debt Financing available to the Buyer Parties pursuant to which the counterparties thereto have committed, subject to the terms and of the Debt Financing Commitment are not subject to any conditions thereof, to lend to Buyer other than the amounts conditions set forth therein (in the “Financing”) and (ii) true and correct (subject Debt Commitment Letter. Nothing in this Section 4.09 or in Section 5.20 shall be construed to limit the redactions noted therein) copies obligation 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 Parties to consummate the transactions contemplated by this Agreement. Neither , the Parties agreeing and acknowledging that the Closing is expressly not conditioned upon either (x) the Buyer Parties obtaining, or ability to obtain, the Debt Financing Letter or Fee Letter has been amended any Alternative Financing or modified and (y) the commitments contained in effectiveness of any amendment to the Financing Letter have not been withdrawn or rescinded in any respect. (b) As Credit Agreement necessary to permit the incurrence 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 any Alternative 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’s obligations hereunder are not subject to any conditions regarding its or any other Person’s ability to obtain financing for the Transactions. Buyer has, or will have, access to sufficient cash, available lines of credit or other sources of immediately available funds to enable Buyer to pay in full to Vendor the entire amount of the Closing Payment in immediately available funds in cash and otherwise perform its obligations under this Agreement. Buyer has delivered to Seller (i) provided Vendor with a true, correct and complete copies copy of the executed commitment letterECLs from the Sponsors (the financing provided for therein, dated the “Equity Financing”). To the Knowledge of Buyer, the Sponsors have the financial capacity to pay and perform their obligations under the ECLs. Each ECL is the legal, valid and binding obligation of the applicable Sponsor and Buyer, is in full force and effect, and is enforceable against the applicable Sponsor and Buyer in accordance with its terms. Except as specifically set forth in each ECL, (a) there are no conditions precedent to the obligations of the Sponsors to fund the Equity Financing and (b) there are no contingencies pursuant to any Contract relating to the Transactions to which Buyer or any of its Affiliates is a party that would permit the Sponsors to reduce the total amount of the Equity Financing or impose any additional conditions precedent to the availability of the Equity Financing. As of the date hereofof this Agreement, between The Laclede Group(i) the ECLs have not been amended or modified, 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 set forth in the Financing Letter ECL have not been withdrawn or rescinded in any respect. respect and (biii) 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 which would result in any breach by Buyer of, or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default by Buyer under, any term or breach on condition of the part of BuyerECLs, or to the knowledge of Buyer, otherwise result in any other party, under the Financing Letter or Fee Letter. As portion of the date hereof, Buyer reasonably believes that the conditions to the Equity Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, thereby not being available at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any Closing (assuming satisfaction of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained the conditions set forth in this Agreement). Buyer has no reason to believe that any of the conditions to the ECLs will not be satisfied or that the Equity Financing will not be made available to Buyer on or prior to the Closing Date. The ECLs provide, and will continue to provide, that Vendor is a third party beneficiary thereof, and is entitled to enforce such agreement, subject to the terms and conditions thereof.

Financing. (aAttached hereto as Schedule 4.6(i) Buyer has delivered to Seller (i) true, correct is a true and complete copies copy of the executed commitment letter, dated as of the date hereofNovember 13, between The Laclede Group2006, Inc.among Transitory Subsidiary and Credit Suisse Securities (USA) LLC and Credit Suisse, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC Cayman Islands Branch (“Credit Suisse”) (the “Debt Financing LetterCommitment”), pursuant to which the counterparties thereto have committedCredit Suisse has agreed, subject to the terms and conditions thereofset forth therein, to lend to Buyer the amounts amount set forth therein (in the “Financing”) and (ii) true and correct (subject Debt Financing Commitment to the redactions noted therein) copies Transitory Subsidiary, for the purpose, among other things, 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 consummating the transactions contemplated by this AgreementAgreement (the “Debt Financing”). Neither the The Debt Financing Letter or Fee Letter Commitment has not been amended or modified prior to the date of this Agreement, and the commitments commitment contained in the Debt Financing Letter have Commitment has not been withdrawn or rescinded in any respect. (b) As of the date hereof, the . The Debt 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 Lettereffect. 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 LetterDebt Financial Commitment. As Buyer has no reason as of the date hereofhereof to believe that any of the conditions to the Debt Financing contemplated by the Debt Financing Commitment within the control of Buyer will not be satisfied or that the Debt Financing will not be made available to Buyer or the Transitory Subsidiary, no event has occurred as applicable, on the Closing Date. Notwithstanding anything else in this Agreement to the contrary, one or circumstance exists which, with more Debt Financing Commitments may be superseded at the option of the Buyer after the date of this Agreement but prior to the Effective Time by instruments (the “New Financing Commitments”) which replace existing Debt Financing Commitments and/or contemplate co-investment by or without notice, lapse financing from one or more other or additional parties; provided that the terms of time the New Financing Commitments shall not (a) expand upon the conditions precedent to the Debt Financing as set forth in the Debt Financing Commitments in any material respect or both, would or would (b) reasonably be expected to constitute a default or breach on delay the part of BuyerClosing. In such event, or the term “Financing Commitments” as used herein shall be deemed to include the Financing Commitments that are not so superseded at the time in question and the new Financing Commitments to the knowledge extent then in effect. The Buyer also has commitments from the “Investors” (as that term is defined in the Debt Financing Commitment) for equity capital in an amount not less than 24% of Buyer, any other party, the total consolidated capitalization of Borrower (as defined in the Debt Financing Commitment) as required 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 AgreementCommitment.

Financing. (a) Buyer has delivered to Seller The Purchasers have received and accepted: (i) true, correct an executed and complete copies of the executed binding commitment letter, letter dated as of on or prior to the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Equity Commitment Letter”) from the Bridgepoint Funds (collectively, “Sponsor” and each a “Sponsor Fund”) relating to the commitment of Sponsor Funds, upon the terms and subject to the full satisfaction of the conditions set forth therein, to provide severally to the Purchasers (via the Purchasers’ parent entities) up to their respective pro rata shares of the cash equity financing stated therein to fund a portion of the amount payable by the Purchasers at Closing (the “Equity Financing”) and (ii) an executed facilities agreement dated on or prior to the date hereof, (the “Facilities Agreement” and together with the Equity Commitment Letter the “Definitive Financing LetterArrangements”), pursuant from Senior Loan Fund I (A) Investments (Luxembourg) S.a.r.l., and HSBC Bank plc (collectively, “Lenders”) relating to which the counterparties thereto have committedcommitment of Lenders, upon the terms and subject to the full satisfaction of the conditions set forth therein, to provide, upon the terms and subject to the full satisfaction of the conditions thereof, to lend to Buyer the amounts set forth therein, up to the full amount of the debt financing stated therein (the “Debt Financing” and together with the Equity 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 The Purchasers have delivered to the Sellers a true, complete and correct copy of each Definitive Financing Arrangement. Assuming satisfaction or waiver of the date hereofconditions set forth in Section 2.1 and Section 2.2, and that the Financing Letter is funded on the terms contemplated by the Definitive Financing Arrangements in all material respects, each Purchaser will have sufficient cash in immediately available funds or available under credit lines to pay, fund or discharge all of the items to be paid, funded or discharged by such Purchaser at the Closing under this Agreement. In no event shall the receipt or availability of any funds or financing (including the Financing ) by or to the Purchaser or any of their Affiliates or any other financing transaction be a condition to any of the obligations of the Purchasers hereunder. The Purchasers have fully paid, or caused to be fully paid, any and all commitment fees or other fees due and payable in connection with the Definitive Financing Arrangements and will timely pay in full any such amounts as they become due and the Definitive Financing Arrangements are in full force and effect and is the are valid, binding and enforceable obligation of The Laclede Groupagainst the Purchasers, Inc. and, and to the knowledge of Buyereach Purchaser’s Knowledge, the other parties thereto in accordance with their respective terms (except to the extent limited by bankruptcy, insolvency, reorganization and other similar Applicable Law affecting the enforcement of creditors’ rights generally and by general principles of equity) and the respective commitments have not been withdrawn, reduced, rescinded or terminated or otherwise amended or modified (and to the Purchaser’s Knowledge no such withdrawal, reduction, rescission, termination, amendment or modification is contemplated); provided, that the existence or exercise of any “flex provisions” contained in the Facilities Agreement or any document ancillary thereto shall not constitute an amendment or modification of the Definitive Financing LetterArrangements) in any respect. No event has occurred that would constitute a material breach or material default (or with notice or lapse of time or both would constitute a material default) under any Definitive Financing Arrangement by any Purchaser or, to the Knowledge of the Purchasers, any other party thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as the conditions precedent set forth in the Financing Equity Commitment Letter and Clause 4.5(a) (Utilisations during the Fee Letter. As Certain Funds Period) and Part II of Schedule 2 of the date hereof, Facilities Agreement. The Purchaser has no event has occurred or circumstance exists which, with or without notice, lapse 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 to be satisfied by the Financing Letter and the Fee Letter Purchaser will not be satisfied, at satisfied on or prior to the time contemplated hereunder for Closing Date or that the ClosingFinancing will not be made available to the Purchaser on the Closing Date. Except as set forth on Schedule 4.9, except that there are no representation side letters, understandings or warranty is being made as other agreements or arrangements relating to whether any Definitive Financing Arrangement or Financing to which the Purchasers or any of Seller’s representations its Affiliates is a party that could affect the amount or warranties are true availability of the Financing on the Closing Date, other than those expressly set forth in the Definitive Financing Arrangements. Purchasers have delivered copies of all side letters, understandings or correct other agreements or whether Seller has complied with its covenants contained in this Agreementarrangements set forth on Schedule 4.9 to Sellers.