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Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect.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 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 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 has delivered to Seller (i) true, correct and complete copies of the executed commitment letter, dated as As of the date hereof, between The Laclede Group, Inc.of this Agreement, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject has delivered to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) Company a true and correct (subject to the redactions noted therein) copies complete copy of the executed fee letterDebt Commitment Letter and the Debt Fee Letters, dated as which Debt Fee Letters have been redacted for fees, pricing terms, “market flex” provisions (if any) and other terms that are customarily redacted (including any dates related thereto), none of which would reasonably be expected to reduce the aggregate principal amount of the Debt Financing to be funded on the Closing Date or impose additional conditions precedent to the funding of the Debt Financing on the Closing Date. The Debt Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement. As of the date hereofof this Agreement, between Buyerneither Parent nor any of its Affiliates has entered into any agreement, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related side letter or other commitment or arrangement relating to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate financing of the transactions contemplated by this Agreement, including the Offer and the Merger, that imposes conditions precedent to the funding of the Debt Financing on the Closing Date or would otherwise affect the availability of the Debt Financing on the Closing Date, in each case, other than the Debt Commitment Letter and the Debt Fee Letters or any customary engagement letters or non-disclosure agreements which do not impact the conditionality or amount of the Debt Financing and that, in the case of such customary engagement letters, copies of which (that may include customary redactions) have been delivered to the Parent as of the date hereof. Neither Assuming satisfaction of the Offer Conditions and that the Debt Financing Letter is funded on the Closing Date in accordance with the Debt Commitment Letter, as of the date of this Agreement, the aggregate proceeds of the Debt Financing (both before and after giving effect to the exercise of any or Fee Letter has been amended all “market flex” provisions (if any) related thereto), together with any cash on hand, available lines of credit (including under Borrower’s existing revolving credit and securitization facilities) and other sources of immediately available funds of Parent, will be sufficient to finance (i) the payment of the aggregate Per Share Price, the Company PSU Consideration and Company RSA Consideration to which holders of Company Common Stock, Company PSUs and Single-Trigger RSAs will be entitled at the Effective Time pursuant to this Agreement and (ii) the payment of all fees and expenses, in the case of each of clauses (i) and (ii), to the extent required to be paid by Parent or modified Merger Sub on the Closing Date in connection with consummation of the transactions contemplated by this Agreement, including the Offer, the Merger, repaying all principal, interest and fees outstanding under the Company Credit Agreement and the Redemption and/or Discharge (the minimum amount sufficient to finance such payments, the “Required Amount”). 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 represent valid, binding and enforceable obligation obligations (subject to the Enforceability Limitations) of The Laclede Group, Inc. Parent and, to the knowledge Knowledge of BuyerParent, each other party thereto to provide the other parties financing contemplated thereby subject only to the satisfaction or waiver of the Financing LetterConditions. There Parent has fully paid (or caused to be paid) any and all fees that are no conditions precedent due and payable on or other contingencies related prior to the funding date of this Agreement in connection with the full amount Debt Financing. Assuming performance by the Company and its Affiliates of the Financingtheir respective obligations under this Agreement, 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 breach or default or breach on the part of BuyerParent or, or to the knowledge Knowledge of BuyerParent, any other party, party thereto under any term of the Financing Letter or Fee Debt Commitment Letter. As of the date hereofof this Agreement, Buyer reasonably believes ▇▇▇▇▇▇ 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 conditions Debt Commitment Letter. Assuming satisfaction of the Offer Conditions, as of the date of this Agreement, Parent has no reason to believe that (i) any of the Financing contemplated in Conditions will not be satisfied or (ii) the Debt Financing Letter will not be made available to Parent on the Closing Date. Parent and Merger Sub expressly agree and acknowledge that their obligations hereunder, including ▇▇▇▇▇▇’s and Merger Sub’s obligations to consummate the Offer and the Fee Letter will be satisfiedMerger, at are not subject to, or prior conditioned on, Parent’s or Merger Sub’s consummation of any financing arrangements, Parent’s or Merger Sub’s obtaining of any financing or the availability, grant, provision or extension of any financing to the time contemplated hereunder for the Closing, except that no representation Parent 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 AgreementMerger.

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

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

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

Financing. (a) Buyer 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 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 (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) 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 (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 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 Stage 2 Shares to the Investors pursuant to the ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ together with the financing contemplated by the Debt Commitment Letter (collectively, 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 is sufficient funds to enable it for Parent to consummate the transactions contemplated by this the Merger Agreement on the Closing Date (as defined in the Merger Agreement) and pay the initial merger consideration under the Merger Agreement and all related fees and expenses. Neither As of the Financing Letter or Fee date hereof, (A) the 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) 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) a true, correct accurate and complete copies copy of the an executed commitment letter, including all exhibits, schedules and annexes thereto, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC from Deutsche Bank AG New York Branch (the “Financing Debt Commitment Letter”), pursuant to which the counterparties thereto have committedwhich, and subject to the terms and conditions thereof, to lend to Buyer of which (including any “market flex” provisions included in the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, letter dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC hereof referred to therein (the “Fee Letter”) related )), the lender parties thereto have committed to lend the Financing. At amounts set forth therein to Buyer for the Closing, Buyer will have sufficient funds to enable it to consummate purpose of 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 The Debt Commitment Letter is in full force and effect and, as of the date of this Agreement, has not been withdrawn or terminated, or otherwise amended or modified in any respect. The Debt Commitment Letter, in the form so delivered, is a legal, valid and is the valid, binding and enforceable obligation of The Laclede Group, Inc. Buyer and, to the knowledge Knowledge of Buyer, the other parties thereto, enforceable in accordance with its terms, 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 or by general principles of equity. Except for the funding Fee Letter, of which Buyer has delivered true, accurate and complete redacted copies to Seller (provided that only the full fee amounts, pricing caps and other economic terms, and the rates and amounts included in the “market flex” provisions (but not covenants), may be redacted, none of which redacted provisions could adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Debt Financing) prior to the date hereof, there are no other than as set forth in agreements, side letters, or arrangements relating to the Financing Debt Commitment Letter and that would reasonably be expected to affect the Fee Letteramount, availability or conditionality of the Debt Financing. 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, Buyer under any term or to condition of the knowledge of Buyer, any other party, under the Financing Debt Commitment Letter or Fee Letterresult in any portion of the Debt Financing not being available on the Closing Date. As of the date hereofof this Agreement, no lender party to the Debt Commitment Letter has notified Buyer of its intention to terminate the Debt Commitment Letter or not to provide the Debt Financing. As of the date of this Agreement, assuming the accuracy of the representations and warranties set forth in Article III such that the condition set forth in Section 8.3(a) is satisfied and the performance by Seller of its obligations under this Agreement and the satisfaction of the other conditions set forth in Section 8.1 and Section 8.3, Buyer reasonably believes 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 Debt Commitment Letter or that the conditions full amounts committed pursuant to the Financing contemplated Debt Commitment Letter will not be available as of the Closing if the conditions of closing to be satisfied by it contained in the Debt Commitment Letter are satisfied. 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 of this Agreement, and Buyer will pay when due all other commitment or other fees arising under the Debt Commitment Letter as and when they become payable. Assuming the satisfaction of the conditions set forth in Section 8.1 and Section 8.3 and that the Debt Financing is funded in accordance with the Debt Commitment Letter, the aggregate proceeds from the Debt Financing constitute all of the financing required for the consummation of the transactions contemplated by this Agreement and are sufficient in amount for Buyer to pay the Preliminary Cash Purchase Price (as well as the Final Cash Purchase Price) and all associated fees, costs and expenses in connection with the transactions contemplated by this Agreement (the “Required Amount”). The Debt Commitment Letter and contains all of the Fee Letter will be satisfied, at or prior conditions precedent to the time contemplated hereunder obligations of the parties thereunder to make the Debt Financing available to Buyer on the terms therein, other than the payment of customary fees. As of the date of this Agreement, the Debt Commitment Letter has not been withdrawn and Buyer does not know of any facts or circumstances that may be expected to result in any of the conditions set forth in the Debt Commitment Letter not being satisfied. (c) 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 Closing, except that no representation or warranty is being made as to whether any consummation of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementthe transactions contemplated hereby.

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

Financing. (a) Buyer Parent has, and at all times through the Purchase Date and the Closing will have, available sufficient cash, cash equivalents, fully committed and available lines of credit and definitive financing commitments to satisfy its obligations to permit Purchaser to purchase and pay for Shares pursuant to the Offer, to pay all fees and expenses related to the transactions contemplated by this Agreement to be paid by it, and to consummate the Merger and the other transactions contemplated by this Agreement. Parent will provide, or cause to be provided, such funds to Purchaser or the Paying Agent at or prior to the Purchase Date and the Effective Time, respectively. Parent has delivered to Seller (i) true, correct the Company true and complete copies of the executed commitment letterletters (collectively, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Existing Debt Financing LetterCommitments”), pursuant to which the counterparties such lenders party thereto have committed, subject to the terms and conditions thereof, to lend provide or cause to Buyer be provided the amounts set forth therein (the “Existing Debt Financing”) ). The Existing Debt Financing Commitments are in full force and (ii) true effect and correct (are legal, valid and binding obligations of Parent and the other parties thereto, subject to the redactions noted thereineffects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) copies and any implied covenant of good faith and fair dealing. There are no conditions precedent or other contingencies to the funding of the executed fee letterExisting Debt Financing other than as set forth in the Existing Debt Financing Commitments. Prior to the date of this Agreement, dated as none 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 Existing Debt Financing Letter or Fee Letter Commitments has been amended modified or modified amended, and the commitments contained in the Financing Letter therein 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 BuyerParent, Purchaser or any other party to the knowledge of Buyer, any other party, under the Existing Debt Financing Letter or Fee LetterCommitments. As of the date hereof, Buyer reasonably believes neither Parent nor Purchaser (A) is aware of any fact or occurrence that makes any of the conditions assumptions or the representations or warranties of Parent or any of its Affiliates party to the Existing Debt Financing Commitments, in the Existing Debt Financing Commitments inaccurate in any material respect, (B) has any reason to believe that it will be unable to satisfy any term or condition of closing to be satisfied by it or its affiliates contained in the Financing Commitments, and (C) has any reason to believe that any portion of the Financing required to consummate the transactions contemplated hereby will not be available to Parent and Purchaser at the Purchase Time and the Effective Time, as applicable. Parent and Purchaser and any of their Affiliates party to the Financing contemplated in Commitments have fully paid any and all commitment fees or other fees required by the Financing Letter and the Fee Letter will Commitments to be satisfied, at paid by them on or prior to the time contemplated hereunder for date of this Agreement and shall in the Closingfuture pay any such fees as they become due. The Financing Commitments, except that no representation or warranty is being made if and when funded, together with Parent’s available cash, cash equivalents, and fully committed and available lines of credit, will provide Parent and Purchaser with financing at the Purchase Time and the Effective Time, as applicable, sufficient to, and may be used to, satisfy all of Parent’s and Purchaser’s obligations under this Agreement (including, without limitation, amounts needed to whether any purchase the Shares pursuant to the Offer and pay the Merger Consideration, the payments described in Section 3.2(g) of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement, the funding, refinancing or prepayment of the Company’s outstanding Notes, and any fees and expenses of or payable by Parent, the Purchaser or the Surviving Corporation). To the extent that availability under any fully committed line of credit comprises a portion of the Financing, such availability shall not be utilized or reduced and shall otherwise be maintained from the date hereof (or, if other than an Existing Debt Financing Commitment, from the date that Financing replaces an Existing Debt Financing Commitment) to the Closing Date.

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

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

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

Financing. (a) Buyer has delivered to Seller (i) 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 Parent has delivered to Seller (i) true, correct the Company a true and complete copies copy of the fully executed commitment letter, Facilities Agreement dated as of on or about the date hereofof this Agreement (together with all exhibits, between The Laclede Groupor contemplated by annexes and schedules attached thereto and as amended, Inc.modified, ▇▇▇▇▇ Fargo Banksupplemented, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant replaced or extended from time 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 time after 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 in compliance with 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 hereofof this Agreement, there are no side letters, understandings or other agreements or contracts of any kind, in each case to which Parent, HoldCo or Merger Sub is a party, relating to the Financing Letter that could affect the availability of the Financing contemplated by the Facilities Agreement, other than as expressly set forth in or contemplated by the Facilities Agreement provided to the Company. The Facilities Agreement, in the form so delivered, is in full force and effect as of the date of this Agreement and is the valida legal, valid and binding and enforceable obligation of The Laclede GroupHoldCo, Inc. ▇▇▇▇▇▇▇▇▇ Finance, ▇▇▇▇▇▇▇▇▇ Europe and ▇▇▇▇▇▇▇▇▇ Alpha and, to the knowledge Knowledge of BuyerParent, the other parties thereto, subject to the Bankruptcy and Equity Exception. The obligations to make the Financing Letter. There are no conditions precedent or other contingencies related available to HoldCo, ▇▇▇▇▇▇▇▇▇ Finance and ▇▇▇▇▇▇▇▇▇ Alpha pursuant to the funding terms of the full amount of the Financing, Facilities Agreement are not subject to any conditions other than as the conditions expressly set forth in or contemplated by the Financing Letter and the Fee LetterFacilities Agreement. As of the date hereofof this Agreement, (i) the Facilities Agreement has not been supplemented, modified or amended, (ii) 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 Major Default under the Facilities Agreement and (iii) the commitments contained in the Facilities Agreement have not been withdrawn, terminated or breach rescinded. HoldCo (x) 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 or its Affiliates contained in the Facilities Agreement and (y) has no reason to believe that any portion of the Financing required to consummate the transactions contemplated hereby will not be made available to HoldCo, ▇▇▇▇▇▇▇▇▇ Finance and ▇▇▇▇▇▇▇▇▇ Alpha on the part Closing Date. Each of BuyerHoldCo, ▇▇▇▇▇▇▇▇▇ Finance, ▇▇▇▇▇▇▇▇▇ Europe and ▇▇▇▇▇▇▇▇▇ Alpha has fully paid any and all commitment fees or other fees required by the Facilities Agreement or the documents contemplated therein 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 paid by it on or prior to the time date of this Agreement and shall in the future pay any such fees as they become due (subject to any applicable grace periods (solely to the extent any such grace period would not impact availability of the Financing on the Closing Date)). Subject to the terms and conditions of the Facilities Agreement, assuming the Financing is funded in accordance with the terms thereof, the aggregate proceeds contemplated hereunder by the Facilities Agreement will be sufficient for Parent, HoldCo and Merger Sub to consummate 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 transactions on the Closing Date contemplated in this Agreement upon the terms contemplated by this Agreement. Parent, HoldCo and Merger Sub acknowledge that their obligations under this Agreement are not conditional upon or subject to its receipt of the proceeds made available under the Facilities Agreement or any other Financing.

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

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

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

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

Financing. (a) Buyer Parent has delivered to Seller (i) true, correct and complete copies of the executed received a commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC of this Agreement (the “Financing Letter”) from Banc of America Securities LLC, Banc of America Bridge LLC, Bank of America, N.A. and the Bank of Nova Scotia (collectively, the “Lenders”), pursuant relating to the financing (including all exhibits, schedules and amendments to the Financing Letter in effect as of the date of this Agreement) required to consummate the Merger and the other Transactions on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Parent and the Company and to pay related fees and expenses, which Financing Letter includes terms and conditions for (i) a $1.950 billion senior secured credit facility (the counterparties thereto “Senior Facility”) and (ii) a $750.0 million unsecured “bridge” loan facility (the “Bridge Facility”) (or Senior Notes as defined in the Financing Letter (“Senior Notes”) in lieu thereof). The Lenders have committed, committed to provide and arrange the financing contemplated by the Financing Letter upon and subject to the terms and conditions thereof, to lend to Buyer in the amounts set forth therein Financing Letter (the “Financing”) and (ii) true ). Parent has provided the Company with true, complete 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 Financing 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 hereofof this Agreement, (i) the Financing Letter is in full force and effect and effect, is the a valid, binding and enforceable obligation of The Laclede Groupthe Parent, Inc. and, and to the knowledge Knowledge of Buyerthe Parent, the other parties to thereto, and has not been withdrawn or terminated or otherwise amended or modified in any respect without the Financing Letter. There are no conditions precedent or other contingencies related to the funding prior written consent of the full amount Company and no such amendment or modification is contemplated by Parent or Sub or, to Parent’s Knowledge, any other party thereto, and (ii) neither Parent nor Sub is in breach of any 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 in the Financing Letter. Parent and Sub have paid any and all commitment fees or other fees in connection with the Financing Letter that are payable on or prior to the date of this Agreement. (b) As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Sections 7.01 and 7.02, neither Parent nor Sub has any reason to believe that it will be unable to satisfy the conditions of closing to be satisfied by it set forth in the Financing Letter on the part Closing Date. Assuming the funding of Buyerthe Financing in accordance with the Financing Letter, or to the knowledge proceeds from such Financing constitute all of Buyerthe financing required for the consummation of the Merger and the other Transactions, and, together with the Stock Consideration, Parent’s cash on hand, and cash on hand from operations of the Company, are sufficient for the satisfaction of all of Parent’s and Sub’s obligations under this Agreement, including the payment of the Merger Consideration, any other party, under amounts required to be paid in connection with the consummation of the Merger and the other Transactions and to pay all related fees and expenses (including any repayment or refinancing of debt contemplated by this Agreement or the Financing Letter). There are no conditions precedent (i) to the availability of the “flex” provisions set forth in the Financing Letter or Fee (ii) other than as expressly set forth in the Financing Letter, to the Lenders’ obligation to fund that portion of the Financing required for the consummation of the Merger and other Transactions. As of the date hereofof this Agreement, Buyer reasonably believes that the conditions there are no side letters or other agreements, arrangements or understandings (written or oral) relating to the Financing contemplated in the Financing Letter (other than fee letters and the Fee Letter will be satisfied, at or prior an engagement letter with respect to the time contemplated hereunder for Senior Notes with the Closing, except that no representation providers of the Financing) to which Parent or warranty is being made as to whether Sub or any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementtheir Affiliates is a party.

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. 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 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 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) Buyer Purchaser has delivered to Seller (i) true, correct and the Company a complete copies executed copy of the executed debt commitment letter (together with a copy of the fee letter) relating to the financing contemplated by such debt commitment letter, redacted to remove all pricing fees and other financial information (but retaining any non-financial “market flex” terms) (such copy being the “Redacted Fee Letter”), dated as of the date hereof, between The Laclede Groupby and among JPMorgan Chase Bank, Inc.N.A., UBS Loan Finance LLC, Credit Suisse (Cayman Islands Branch), ▇.▇. ▇▇▇▇▇▇ Fargo BankSecurities Inc., National Association, UBS Securities LLC and ▇▇▇▇▇ Fargo Securities, Credit Suisse Securities (USA) LLC (the “Financing Letter”)and Purchaser, pursuant to which the counterparties Initial Lenders party thereto have committed, subject to the terms and conditions thereofset forth therein, to lend provide or cause to Buyer be provided, debt financing to Purchaser (up to an aggregate amount of $1,550,000,000) in connection with the amounts set forth therein transactions provided for herein (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 Debt Commitment 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 The Debt Commitment Letter has not been amended or modified prior to the date hereof and the respective commitments contained in the Financing Debt Commitment Letter have not been reduced, withdrawn or rescinded in any respect. (b) As of prior to the date hereof. The Debt Commitment Letter constitutes the legal, valid and binding obligations of the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. Purchaser and, to the knowledge Knowledge of BuyerPurchaser, the other parties thereto. The Debt Commitment Letter is subject to the Financing Letter. There are no contingencies or conditions precedent or other contingencies of any kind whatsoever related to the funding of the full amount of the Financingfinancing set forth in the Debt Commitment Letter (including any “flex provisions”), other than as set forth in the Financing Letter and executed copies thereof Made Available to Sellers, including in the Redacted 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 result in a breach or would reasonably be expected to violation or 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 Purchaser has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereofhereof and has sufficient available funds to pay any commitment fees, Buyer reasonably believes that funding fees and all other fees required by the conditions Debt Commitment Letter to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at paid on or prior to Closing. There are no conditions to funding 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 Financing contained in the fee letter other payment of applicable fees in connection with the Financing. Subject to the terms and conditions of the Debt Commitment Letter set forth therein and this Agreement, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Commitment Letter would provide Purchaser with financing sufficient to consummate the Closing according to the terms of the Agreement, including payment of the Purchase Price and payment of all related fees and expenses.

Financing. (a) Buyer Prior to or concurrently with the execution of this Agreement, each of Parent and Merger Sub has delivered to Seller (i) true, correct the Company a true and complete copies copy of each executed Equity Commitment Letter. The Equity Commitment Letters have not been amended or modified in any manner and no amendment or modification is contemplated or pending. The proceeds 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 “Equity 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 be sufficient funds to enable it to consummate the transactions contemplated hereby, including to enable them to make all payments under Article IV [(Effect of the Merger; Exchange of Certificates)], to pay the Parent Termination Fee (if applicable) under Section 10.3(b) [(Termination Fees and Limitations on Liability)], to pay the Manager Payments and to satisfy any liabilities arising out of the Willful Breach by this AgreementParent, Merger Sub or the Parent Related Parties subject to the limitation set forth in Section 10.3(d). Neither Each of the Financing Letter or Fee Letter has been amended or modified Company and MIC is an express third-party beneficiary of each Equity Commitment Letter. None of the commitments contained in the Financing any Equity Commitment Letter have not been withdrawn withdrawn, terminated or rescinded in any respect. (b) As of the date hereofrespect and no withdrawal, the Financing Letter rescission or termination is in full force contemplated or pending, 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 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 BuyerParent, Merger Sub, the financing sources named therein, their respective Affiliates, or, to the Knowledge of Parent, any other Person, under any term or condition of any Equity Commitment Letter. Each Equity Commitment Letter is in full force and effect and represents a valid, binding and enforceable obligation of Parent and Merger Sub and, to the knowledge of BuyerParent, the financing sources named therein to provide the financing contemplated thereby, subject only to the satisfaction or waiver of the conditions set forth therein. Notwithstanding anything to the contrary contained herein, the obligations of Parent and Merger Sub under this Agreement are not contingent on the availability of financing. As of the date of this Agreement, each Equity Commitment Letter constitutes the entire and complete agreement between the parties thereto with respect to the financings contemplated thereby, and, except as set forth, described or provided for in any Equity Commitment Letter, (x) there are no conditions precedent to the obligations of the financing sources named therein to fund the Equity Financing, and (y) there are no contractual contingencies or other party, provisions under any agreement (including any side letters) relating to the transactions contemplated by this Agreement (or otherwise) to which Parent or any of its Affiliates is a party that would permit the financing sources named therein to reduce the total amount of the Equity Financing Letter or Fee Letterimpose any additional condition precedent to the availability of the Equity Financing. As of the date hereof, Buyer reasonably believes Parent and Merger Sub have no reason to believe that any of the conditions to the Equity Financing will not be satisfied on a timely basis or that the funding contemplated in the Equity Financing Letter will not be made available to Parent and Merger Sub on a timely basis in order to consummate the Fee Letter will transactions contemplated by this Agreement. Parent and Merger Sub are unaware of any fact or occurrence that would reasonably be satisfied, at or prior expected to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether make any of Seller’s representations the statements set forth in any Equity Commitment Letter inaccurate or warranties are true or correct or whether Seller has complied that would reasonably be expected to cause any Equity Commitment Letter to be ineffective. Parent and Merger Sub have access to sufficient funds to pay when due all of Parent's and Merger Sub's and their respective Affiliates' fees and expenses associated with its covenants contained in the transactions contemplated by this Agreement.

Financing. (a) Buyer has delivered to Seller (i) true, correct as of the date hereof a true and complete copies of fully executed equity commitment letter (the executed commitment letter"Equity Commitment Letter") addressed to Buyer from Sun Capital Partners VI, L.P. (the "Equity Financing Source"), 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 committedEquity Financing Source has, among other things, and subject to the terms and conditions thereof, committed to lend invest (or cause to be invested) in the equity capital of Buyer the amounts amount set forth therein (in connection with the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies consummation 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 Agreementhereby (the "Equity Financing"). Neither The funding of the Equity Financing Letter or Fee Letter has been amended or modified and on the commitments contained terms set forth in the Financing Equity Commitment Letter have is not been withdrawn or rescinded subject to any conditions precedent other than as expressly set forth in any respect. (b) As of the date hereof, the Financing Equity Commitment Letter. The Equity Commitment Letter is in full force and effect and is constitutes the valid, legal valid and binding and enforceable obligation of The Laclede GroupBuyer, Inc. the Equity Financing Source and, to the knowledge of Buyer, Seller, enforceable against each party thereto in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law)). Assuming the other Equity Financing is funded in accordance with the Equity Commitment Letter, the net proceeds contemplated by the Equity Commitment Letter will be an amount in the aggregate that will enable Buyer to pay the Estimated Purchase Price, to purchase the Interests, to consummate the transactions contemplated hereunder to occur at the Closing and to pay Buyer's all of Buyer's expenses in connection therewith. Buyer does not have any knowledge that any of the 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 Equity Commitment Letter will be satisfied, at not perform any of their obligations thereunder on 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 received and furnished to Seller (i) trueRegency, correct Parent, the Parent Members and the Partners an accurate and complete copies copy of the executed commitment letter, dated as Commitment and the Equity Commitment. The debt proceeds to be provided pursuant to the Commitment (assuming the satisfaction of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”conditions thereto), together with the equity proceeds to be provided pursuant to which the counterparties thereto have committedEquity Commitment, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have are sufficient funds to enable it Buyer to perform its obligations to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified Agreement and the commitments contained financial projections prepared by Buyer reflect that such proceeds and revenues from operations after the Closing will be sufficient to enable the Regency Companies to operate their anticipated businesses after the Closing consistent with past practice and to pay their anticipated obligations in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As ordinary course of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letterbusiness. As of the date hereof, to Buyer's Knowledge there is no event has occurred fact or circumstance exists which, with or without notice, lapse of time or both, would or would that could reasonably be expected to constitute have a default or breach Material Adverse Effect on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer to Buyer's Knowledge there is no fact or circumstance that could reasonably believes that be expected to cause the conditions to the Financing contemplated provide financing set forth in the Financing Letter Commitment and the Fee Letter will Equity Commitment to not be satisfied; provided, at or prior to the time contemplated hereunder for the Closinghowever, except that (i) Buyer makes no representation or warranty is being made as to the materiality or past or future effect on the Regency Companies of any matter disclosed in the Regency Disclosure Schedule or otherwise made available or provided to Buyer or its advisors in its due diligence of the Regency Companies, including without limitation whether any of Seller’s such fact or circumstance has had or could reasonably be expected to have a Material Adverse Effect on Regency and (ii) this sentence and any representations or warranties are true made herein shall terminate as of the Closing and shall not affect any rights or correct or whether Seller has complied with its covenants contained in this Agreement.remedies of any Buyer Indemnitee under ARTICLE X.

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

Financing. (a) Buyer has Concurrently with its entry into this Agreement, Purchaser delivered to Seller (i) true, correct the Company an accurate and complete copies copy of the fully executed commitment letterDebt Commitment Letter, dated as of the date hereoftogether with all amendments, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, schedules and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”)exhibits thereto, pursuant to which the counterparties thereto Financing Sources have committedagreed, subject to the terms and conditions thereof, to lend provide or cause to Buyer be provided to Purchaser debt financing in the amounts amount set forth therein (such debt financing described therein, 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 hereofof this Agreement, the Financing Debt Commitment Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, effect. Subject to the knowledge terms and conditions of Buyerthe Debt Commitment Letter, and subject to the terms and conditions of this Agreement, assuming the accuracy and completeness of the representations and warranties of the Company contained in Article IV and performance by the Company of its covenants and agreements in this Agreement, the other parties aggregate proceeds contemplated by the Debt Financing, together with Purchaser’s Cash on hand, will be sufficient for Purchaser to make all necessary payments by it in connection with the Financing Letter. There are no conditions precedent or other contingencies related to the funding consummation of the full amount Merger in accordance with the terms of this Agreement and to pay all related fees and expenses. In the Financing, other than as set forth in event the Financing Debt Commitment Letter and the Fee Letter. As of is superseded after 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 this Agreement but prior to the time Effective Time by a new debt commitment letter in accordance with Section 7.13, the term “Debt Commitment Letter” and the term “Debt Financing” as used herein shall be deemed to include the new debt commitment letter to the extent then in effect and the debt financing contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementby such new debt commitment letter.

Financing. (a) Buyer has delivered to Seller (iSection 6.6(a) of the Disclosure Schedule sets forth true, correct accurate and complete copies of the executed debt commitment letter, letters dated as of on or about the date hereofhereof among Buyer and the Committed Lenders regarding the advance receivables loan facilities (together with the exhibits and attachments thereto, 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 parties thereto have committed to lend to Buyer provide the amounts set forth therein (for the “Financing”) and (ii) true and correct (subject purpose of funding the Servicer Advances to the redactions noted therein) copies be acquired as part 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 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 Letter is The Debt Commitment Letters are in full force and effect and have not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect and no such amendment, supplement or modification is contemplated by Buyer. The Debt Commitment Letters, in the forms so delivered, are legal, valid, binding and enforceable obligation obligations of The Laclede GroupBuyer and the other parties thereto, Inc. andsubject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the knowledge effect of Buyer, the other parties to the Financing Lettergeneral equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). There are no conditions precedent other agreements, side letters or other contingencies related arrangements relating to the funding of the full amount of the FinancingDebt Commitment Letters, other than as fee letters with the parties to the Debt Commitment Letters that address solely the fees payable by Buyer in connection with the Debt Financing, nor are there any agreements, side letters or arrangements that could materially affect or impair the availability of the Debt Financing. Buyer has fully paid any and all commitment fees or other fees required (if any) by the Debt Commitment Letters required to be paid on or before the date of this Agreement. The conditions precedent to the obligations of the parties to the Debt Commitment Letters to make the Debt Financing available to Buyer on the terms therein consist solely of the conditions expressly set forth in the Financing Letter and the Fee LetterDebt Commitment Letters. 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 BuyerBuyer or, or to the knowledge of Buyer, any other party, party under the Financing Letter or Fee LetterDebt Commitment Letters. As Assuming satisfaction of the date hereofconditions set forth in Sections 9.1 and 9.2 of this Agreement, there are no facts or circumstances to the knowledge of Buyer reasonably believes that would cause any of the conditions to the Debt Financing contemplated in by the Financing Letter and the Fee Letter will Debt Commitments Letters not to be satisfied. (c) The aggregate proceeds from the Debt Financing will, at together with unrestricted cash or cash equivalents available to Buyer prior to the time contemplated hereunder for or at the Closing, except that no representation or warranty is being made as in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement in an amount sufficient to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in consummate the transactions contemplated by this Agreement, including the payment of the Purchase Price and related fees and expenses.

Financing. (a) Buyer has delivered to Seller (i) trueThe Company has, 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 or will 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 at the Closing, Buyer will have sufficient cash in immediately available funds to enable it to consummate make payment of the transactions contemplated Purchase Price and any other amounts required to be paid by this Agreementit hereunder. 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 Company’s or its subsidiaries’ financing facilities intended to be used to fund the Purchase Price (the “Financing Letter Facilities”) is in full force and effect and is the valida legal, binding and enforceable obligation of The Laclede Groupthe Company or such subsidiary, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letteras applicable. There are no conditions precedent or other contingencies related sufficient commitments under the Financing Facilities available as of the date hereof, together with available cash of the Company and its subsidiaries, to fund the Purchase Price and the proceeds of any drawdown under the Financing Facilities are permitted to be applied towards the funding of the full amount of the FinancingPurchase Price. The Company has not taken any steps that, other than and as set forth in the Financing Letter and the Fee Letter. As of the date hereof, 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 a default or breach under the Financing Facilities on the part of Buyerthe Company or any of its subsidiaries or, or to the knowledge of Buyerthe Company, any other partyparties thereto, under (ii) permit the Financing Letter or Fee Letter. As of respective lenders thereunder to, in accordance with the date hereofrespective terms and conditions thereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at not fund on or prior to the time Closing Date or (iii) otherwise result in an amount, together with available cash of the Company and its subsidiaries, at least equal to the Purchase Price not being available under the Financing Facilities. The Company has satisfied (or will, by the Closing Date, have satisfied), or obtained a waiver of (or will, by the Closing Date, have obtained a waiver of), all conditions and covenants applicable to the Company to draw down the funds required to be drawn under its Financing Facilities in order to enable it to make payment of the Purchase Price, and has issued (or will, by no later than the minimum notice period for requesting funding permitted under the Financing Facilities in order to be in a position to apply the proceeds of such funding towards the Purchase Price no later than the Closing Date, issue) an irrevocable draw-down request under its Financing Facilities in an amount which, together with available cash of the Company and its subsidiaries, is at least equal to the Purchase Price and any other amounts required to perform its obligations and to consummate the 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 by this Agreement.

Financing. (a) Buyer has delivered to Seller (i) true, correct true and complete copies of the fully executed commitment letterletter and related term sheets, dated as of the date hereofof this Agreement, between The Laclede Groupamong Buyer, Inc.Bank of America, N.A., ▇▇▇▇▇▇▇ Fargo BankLynch, National AssociationPierce, and ▇▇▇▇▇▇ Fargo Securities& ▇▇▇▇▇ Incorporated, LLC Citibank, N.A., KeyBank National Association, KeyBanc Capital Markets Inc., 34 SunTrust Bank and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., together with the related fee letter (solely in the case of the fee letter, with only the fee amounts, pricing, “market flex” provisions and other economic terms that do not adversely affect the enforceability, availability or conditionality of, or the aggregate amount of proceeds available under, the Debt Financing contained therein redacted) (collectively, the “Debt Financing LetterCommitment” or “Financing Commitment”), pursuant to which the counterparties arrangers and lenders party thereto (together with any other person that becomes party to such letter as an arranger or a lender after the date hereof) have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Debt Financing” or “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as ). As of the date hereofof this Agreement, between Buyerthe Financing Commitment has not been amended, ▇▇▇▇▇ Fargo Bank, National Associationsupplemented or modified, 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 Letter Commitment have not been withdrawn withdrawn, terminated 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, and no amendment, termination or modification is contemplated (it being understood that the exercise of “market flex” provisions under the fee letter shall not be deemed an amendment or modification). As of the date of this Agreement, there are no side letters, understandings or other parties agreements or contracts of any kind, in each case to which Buyer is a party, relating to the Debt Financing Letterthat reduces the amount of, or otherwise affects the conditionality or availability of, the Financing on the Closing Date, other than as expressly set forth in the Debt Financing Commitment. 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 Financing Letter Commitments. The Debt Financing Commitment, in the form so delivered, is in full force and effect as of the Fee Letterdate of this Agreement and is a legal, valid and binding obligation of Buyer and, to the knowledge of Buyer, the other parties thereto, in each case subject to the Bankruptcy and Equity Exception. 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, Buyer under any term or to the knowledge condition of Buyer, any other party, under the Financing Letter or Fee LetterCommitment. As of the date of this Agreement (a) Buyer is not aware of any fact or occurrence that makes any of the assumptions, or the representations or warranties of Buyer, in the Financing Commitment inaccurate in any material respect, (b) assuming compliance by each of Seller, the Company and each of the Company Subsidiaries with its respective obligations set forth in Section 8.08 hereof, Buyer reasonably believes has no reason to believe that any of the conditions to the Financing contemplated in will fail to be satisfied on the Closing Date and (c) Buyer has no reason to believe that any portion of the Financing Letter to be made available on the Closing Date pursuant to the Financing Commitment will not be made available to Buyer on the Closing Date. Buyer has fully paid any and all commitment fees or other fees required by the Fee Letter will Financing Commitment to be satisfied, at paid by it on or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any date of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement.

Financing. (a) Buyer Parent has delivered to Seller (i) truethe Company, correct and complete copies of the executed commitment letter, dated as of the date hereof, between The Laclede Grouptrue, Inc.complete and accurate copies of an executed commitment letter dated the date hereof, ▇▇▇▇▇ Fargo Bankamong Parent, National AssociationMerger Sub and Park Bank (the “Debt Commitment Letter”), and ▇▇▇▇▇ Fargo Securities, LLC providing for the debt financing described therein (the “Financing LetterCommitments”), pursuant to which the counterparties thereto have committed, subject to the terms . The Financing Commitments are in full force 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 effect as of the date hereof, between Buyerand are legal, ▇▇▇▇▇ Fargo Bankvalid and binding obligations of Parent, National AssociationMerger Sub, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financingknowledge of Parent, each of the other parties thereto. At As of the Closingdate hereof, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither (A) no amendment or modification of the Financing Letter or Fee Letter Commitments has been amended made or modified is contemplated and (B) the commitments contained in the Financing Letter Commitments have not been withdrawn withdrawn, terminated or rescinded in any respect. (b) . 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. 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 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 or expressly contemplated by the Financing Letter Commitments. Assuming (x) the Financing is funded in accordance with the Financing Commitments and (y) the Company is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement, the net proceeds contemplated from the financing described in the Financing Commitments (the “Financing”), will, in the aggregate, will be sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of all amounts required to be paid pursuant to Article II and of all fees, expenses and amounts required to be paid in connection with consummating the Offer, the Merger and the Fee LetterFinancing. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerParent or Merger Sub or, or to the knowledge of BuyerParent, any other partyparty thereto, under the Financing Letter Commitments, provided that Parent is not making any representation or Fee Letterwarranty regarding the effect of any inaccuracy of the representations and warranties in Article III or breach by the Company of any of its covenants hereunder. 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 that the Financing Letter will not be available to Parent or Merger Sub as of the Effective Time; provided, that Parent is not making any representation regarding the accuracy of the representations and warranties set forth in Article III or compliance by 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 Company of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementhereunder.

Financing. (a) Buyer has delivered to Seller (i) true, correct true and complete copies of the executed commitment letterletter(s), dated as together with any related fee letters (in the case of the date hereoffee letters, between The Laclede Groupredacted solely for provisions related to pricing, Inc.fees, ▇▇▇▇▇ Fargo Bank“flex” terms and other economic terms, National Associationnone of which could affect the conditionality, and ▇▇▇▇▇ Fargo Securitiesenforceability, LLC availability, termination or aggregate principal amount of the Debt Financing to be funded for the transactions contemplated by this Agreement, in each case as contemplated by such debt commitment letters in any respect) (as the same may be amended pursuant to ‎Section 5.11, the “Debt 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 Buyer be provided the debt amounts set forth therein (the “Debt Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as ). As of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by of this Agreement. Neither , none of the Debt Financing Letter or Fee Letter Commitments has been amended or modified modified, and the respective commitments contained in the Debt Financing Letter Commitments have not been terminated, reduced, withdrawn or rescinded in and, to the knowledge of Buyer, no such termination, reduction, withdrawal or rescission is contemplated by any respect. (b) As of the date hereof, the party thereto. The Debt Financing Letter is Commitments are in full force and effect and is constitute the validlegal, valid and binding and enforceable obligation of The Laclede Group, Inc. each of Buyer and, to the knowledge of Buyer, the other parties thereto (subject to the Financing LetterEnforceability Exception). There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Debt Financing other than as set forth in or contemplated by the Debt Financing Letter and Commitments. (b) No event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Fee LetterDebt Financing Commitments by Buyer. As of the date hereofof this Agreement, Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it and contained in the Debt Financing Commitments. Buyer has fully paid any and all commitment fees or other fees required by the terms of the Debt Financing Commitments to be paid on or before the date of this Agreement, and will pay in full any such amounts due on or before the Closing Date. (c) Subject to the terms and conditions of the Debt Financing Commitments and subject to the satisfaction of the conditions contained in Sections 8.01 and 8.02, the aggregate proceeds contemplated by the Debt Financing Commitments, together with other cash on hand of Buyer on the Closing Date, will be sufficient for Buyer to consummate the Transactions upon the terms contemplated by this Agreement and pay all fees and expenses of or payable by Buyer in connection therewith. Buyer has no reason to believe that the representations and warranties contained in the immediately preceding sentence will not be true at and as of the Closing Date. Notwithstanding anything elsewhere in this Agreement to the contrary, in no event has occurred shall the receipt or circumstance exists which, with availability of any funds 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 financing (including the Financing contemplated in by the Debt Financing Letter and Commitments) by or to Buyer or any of its Affiliates or any other financing transaction be a condition to any of the Fee Letter will be satisfiedobligations of Buyer hereunder. (d) There are no side letters, at understandings or prior other agreements or arrangements of any kind relating to the time Debt Financing that adversely affect the conditionality, enforceability, availability, termination or committed amount of the Debt Financing contemplated hereunder for by the Closing, except that no representation or warranty is being made as to whether Debt Financing Commitments in any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementrespect.

Financing. (a) Buyer has delivered to Seller (i) true, correct Section 4.05 of the Parent Disclosure Schedule sets forth true and complete copies of an executed debt commitment letter and related term sheets (the executed commitment letter, dated as of “Debt Commitment Letter” or the date hereof, between The Laclede Group, Inc., “Financing Commitments”) from ▇▇▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Bank USA, Bank of America, N.A., BofA Securities, Inc., PNC Bank, National Association and PNC Capital Markets 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 financing in the amounts set forth therein described therein, the proceeds of which may be used to consummate the Merger and the other transactions contemplated by this Agreement (the “Debt Financing” or 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, each of the Financing Commitments is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws of general applicability affecting creditors’ rights generally and general principles of equity. As of the date hereof, each of the Financing Commitments is in full force and effect, and none of the Financing Commitments has been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect and no event waiver has occurred been granted thereunder, no such amendment, supplement, waiver or circumstance exists whichmodification is contemplated, and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, neither Parent nor Merger Sub is in breach of any of the material terms or conditions set forth in any of the Financing Commitments. As of the date hereof, there is no fact or occurrence existing on the date hereof that, with or without notice, lapse of time or both, would could (A) make any of the assumptions or would reasonably be expected any of the statements set forth in the Financing Commitments inaccurate, (B) result in any of the conditions in the Financing Commitments not being satisfied on a timely basis at or prior to the time that the Closing is required to occur pursuant to the terms of this Agreement, (C) constitute a default breach by Parent under the terms and conditions of the Debt Commitment Letter, (D) cause any of the Financing Commitments to be ineffective or breach (E) otherwise result in the Financing not being available on a timely basis at or prior to the time that the Closing is required to occur pursuant to the terms of this Agreement in order to consummate the transactions contemplated by this Agreement. As of the date hereof, no Lender has notified Parent or Merger Sub of its intention to terminate any Financing Commitment or not to provide the Financing. Assuming (1) the Financing is funded in accordance with its terms and conditions, (2) the Rollover Shares are transferred to Parent in connection with the Rollover Share Transfers and (3) the satisfaction of the conditions to the Company’s obligation to consummate the Merger set forth in Section 6.01 and Section 6.02 and the Company’s compliance with its obligations in Section 6.03, the Financing will, together with other funds available to Parent, provide Parent with cash proceeds on the part Closing Date sufficient for the satisfaction of Buyerall of Parent’s and Merger Sub’s obligations under this Agreement and under the Debt Commitment Letter, including the payment of the Merger Consideration, the payment of any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation, any payments in respect of equity compensation obligations to be made in connection with the Merger, and for any repayment or refinancing of any outstanding Indebtedness of Parent, the Company, and their respective Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Debt Commitment Letter (such amounts, collectively, the “Merger Amounts”). Parent or Merger Sub has paid in full any and all commitment or other fees required by any Financing Commitment 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, understandings or other agreements, Contracts or arrangements of any kind relating to the knowledge Financing that could affect the availability, conditionality, enforceability or aggregate principal amount of Buyer, any other party, under the Financing Letter or Fee contemplated by the Debt Commitment Letter. As of the date hereof, Buyer reasonably believes Parent has provided the Company a complete copy of all fee letters (collectively, the “Fee Letter”) relating to the Debt Commitment Letter, subject to redactions solely of fee amounts, pricing caps, “market flex” and economic terms, none of which redacted provisions could affect the conditionality, enforceability, availability or aggregate principal amount of the Financing. There are no conditions precedent related to the funding of the full amount of the Financing or any contingencies that would permit the Lenders to reduce the total amount of the Financing (including any condition or other contingency relating to the amount or availability of the Financing pursuant to any “flex” provision), other than as explicitly set forth in the Financing Commitments. Assuming the satisfaction of the conditions to the Financing contemplated in Company’s obligation to consummate the Merger, neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder date that the Closing is required to occur pursuant to the terms of this Agreement, that the Financing will not be available to Parent or Merger Sub on the date that the Closing is required to occur pursuant to the terms of this Agreement, or that any of the Lenders will not perform its obligations thereunder. In no event shall the receipt or availability of any funds or financing (including, for the Closingavoidance of doubt, except that no representation the Financing) by Parent, Merger Sub or warranty is being made as to whether any of Sellertheir respective Affiliates or any other financing or other transactions be a condition to any of Parent’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in Merger Sub’s obligations under this Agreement.

Financing. (a) Buyer has delivered to Seller (i) Attached hereto as Exhibit B is a 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 an executed commitment letter (the “Financing Debt Commitment Letter”), pursuant to which the counterparties lenders party thereto (collectively, the “Lenders”) have committed, subject to the terms and conditions thereofset forth therein, to lend to Buyer debt financing in the amounts set forth therein (for the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies purposes of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate financing the transactions contemplated by this AgreementAgreement and related fees (being collectively referred to as the “Debt Financing”). Neither the Financing Letter or Fee The Debt Commitment Letter has not been amended or modified prior to the date of this Agreement and as of the date of this Agreement, no such amendment or modification is contemplated (other than amendments or modifications that are permitted by Section 7.12), and as of the date of this Agreement, the respective obligations and commitments contained in the Financing Debt Commitment Letter have not been withdrawn or rescinded in any respect. . Except for fee letters and engagement letters with respect to the Debt Financing, as of the date hereof, there are no side letters or agreements (bwhether written or oral) As to which Purchaser or any of its Affiliates is a party related to the funding or investing, as applicable, of the Debt Financing that could affect the availability of the Debt Financing, or which include conditions precedent to the obligations of the parties thereunder, other than as expressly set forth in the Debt Commitment Letter. Purchaser has fully paid or caused to be fully paid any and all commitment fees or other fees in connection with the Debt Commitment Letter that are payable on or prior to the date hereof, and as of the date hereof, the Financing Debt Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of The Laclede GroupPurchaser, Inc. and, to the knowledge Knowledge of BuyerPurchaser, each of the other parties to the Financing Letterthereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as expressly set forth in the Financing Letter and the Fee 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 BuyerPurchaser or, or to the knowledge Knowledge of BuyerPurchaser, any other party, party thereto under the Financing Letter or Fee Debt Commitment Letter. As of the date hereof, Buyer reasonably believes Purchaser has no reason to believe that any of the conditions to the Debt Financing contemplated by the Debt Commitment Letter applicable to it will not be satisfied. Assuming the Debt Financing is funded in accordance with the Debt Commitment Letter, Purchaser, in the Financing Letter aggregate and together with the available cash and cash equivalents of Purchaser, has as of the date hereof, and will have at and after the Closing funds sufficient to (i) pay the Purchase Price, (ii) finance the repayment or refinancing of debt contemplated by this Agreement or the Debt Commitment Letter, (iii) pay any and all fees and expenses required to be paid by Purchaser in connection with the Share Sale and the Fee Letter will be satisfiedDebt Financing, at or prior to and (iv) satisfy all of the time other payment obligations of Purchaser contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementhereunder.

Financing. (a) Buyer has delivered to Seller (i) Attached as Annex I are true, correct accurate and complete copies of the executed commitment lettercopies, dated as of the date hereof, between The Laclede Groupof (a) a fully executed equity commitment letter pursuant to which the Guarantor has committed to provide or cause to be provided the cash amounts set forth therein to provide equity financing to Parent and/or Merger Sub (the “Equity Commitment Letter”), Inc.and (b) a fully executed debt commitment letter and related term sheets from Bank of America, N.A., ▇▇▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo SecuritiesCapital Corporation, LLC General Electric Capital Corporation, Banc of America Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and GE Capital Markets, Inc. (the “Debt Commitment Letter” and together with the Equity Commitment Letter, the “Financing LetterCommitments”), 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 Parent or Merger Sub with loans in the amounts set forth therein described therein, the proceeds of which may be used to consummate the Offer, the Merger and the other transactions contemplated hereby (the “Debt Financing” and together with the equity financing pursuant to the Equity Commitment Letter, the “Financing”) ). Each of the Financing Commitments, in the form so delivered, is a legal, valid and (ii) true binding obligation of Parent and correct (subject Merger Sub and, to the redactions noted therein) copies knowledge of Parent, 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 Financingparties thereto. 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 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 have not been withdrawn or terminated or otherwise amended or modified in any respect. Neither Parent nor Merger Sub is in breach of any of the valid, binding terms or conditions set forth therein 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, Parent 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 on the part of Buyer, failure to satisfy a condition precedent set forth therein. Parent or to the knowledge of Buyer, Merger Sub has paid any and all commitment or other party, under fees required by the Financing Letter or Fee Letter. As Commitments that are due as of the date hereof, Buyer reasonably believes that and will pay, after the date hereof, all such commitments and fees as they become due. The proceeds from the Financing constitute all of the financing required for the consummation of the transactions contemplated hereby (including the funding of the Tender Facility Interest Support, if necessary, described in the Debt Commitment Letter), and are sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the Per Share Amount pursuant to the Offer, the Merger Consideration and the Option and Stock-Based Consideration (and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation). The Financing Commitments contain all of the conditions precedent to the Financing contemplated in obligations of the parties thereunder to make the Financing available to Parent on the terms therein, and neither Parent nor Merger Sub has knowledge of facts or circumstances that would cause any conditions precedent to the Equity Commitment Letter and or the Fee Debt Commitment Letter will not to be satisfiedsatisfied on a timely basis. Notwithstanding anything in this Agreement to the contrary, the Debt Commitment Letters may be 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 the ClosingNew Financing Commitments in accordance with Section 5.11. In such event, except that no representation or warranty is being made the term “Financing Commitment” 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.

Financing. (a) Buyer has delivered to Seller (i) true, true and correct and complete copies of (a) the executed commitment letterletter dated January 9, dated as of the date hereof2007 from Credit Suisse, between The Laclede Group, Inc., Credit Suisse Securities (USA) LLC and Go▇▇▇▇▇ Fargo Bank, National Association, and ▇▇a▇▇▇ Fargo Securities, LLC ▇redit Partners L.P. to Buyer (the “Debt Financing LetterCommitments”), pursuant to which the counterparties financing parties thereto have committed, subject to the terms and conditions thereof, agreed to lend to Buyer the amounts set forth therein (the “Debt Financing”) ), and (iib) true and correct (subject the equity commitment letter dated January 9, 2007 from Onex Partners II LP 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 Buyer (the “Fee LetterEquity Financing Commitments” and together with the Debt Financing Commitments, the “Financing Commitments”) related ), pursuant to which Onex Partners II LP has committed to invest the amounts set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither Each of the Financing Letter or Fee Letter has been amended or modified Commitments is valid and in full force and effect and the respective commitments contained in the Financing Letter therein 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 expressly set forth in the Financing Letter Commitments. Buyer has fully paid any and all commitment fees or other fees required by the Fee LetterCommitment Letters to be paid as of the date of this Agreement. Subject to receipt in full of the financing contemplated by the Financing Commitments, Buyer will have on the Closing Date the financial ability to pay the aggregate purchase price payable by Buyer to Seller pursuant to Section 2.5 and for Buyer to pay Buyer’s fees and expenses in connection with the Transaction. 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 hereofthis Agreement, Buyer reasonably believes does not have any reason to believe, after due inquiry, that any of the conditions to the Financing contemplated in will not be satisfied or that the Financing Letter and will not be available on the Fee Letter will be satisfiedClosing Date, at or prior to the time contemplated hereunder for the Closing, except provided that no representation or warranty is being made as to whether any of Seller’s representations condition to the Financing or warranties are true risk that the Financing will not be available to the extent that such condition or correct risk relates to the Business, the Transferred Assets or whether Seller has complied with its covenants contained in this AgreementAssumed Liabilities.

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 The Buyers have delivered to Seller (i) the Acquired Companies true, correct and complete copies of the executed commitment lettercopies, dated as of the date hereofof this Agreement, between The Laclede Groupof an executed commitment letter and redacted form of fee letter (none of which redactions would adversely effect the amount, Inc.conditionality, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC enforceability or availability of the Financing) from the financial institution identified therein (the “Financing Letter”), pursuant ) to which the counterparties thereto have committedprovide, subject to the terms and conditions thereoftherein, to lend to Buyer debt financing in the amounts set forth therein (such debt financing or any alternative financing obtained pursuant to Section 8.17.2, 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 this Agreement. Neither the Financing Letter or Fee Letter has not been amended or modified modified, no such amendment or modification is requested by any Buyer, and the obligations and commitments contained in the Financing Letter such letter have not been withdrawn or rescinded in any respect. (b) As of . The Buyers have fully paid any and all commitment fees or other fees in connection with the Financing Letter that are payable on or prior to the date hereof. Assuming the Financing is funded in accordance with the Financing Letter, the net proceeds contemplated by the Financing Letter will, together with cash and cash equivalent of the Buyers, in the aggregate be sufficient for the Buyers to pay all amounts required to be paid by the Buyers pursuant to this Agreement. The Financing Letter is in full force (i) a legal, valid and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. the Buyers and, to the knowledge of Buyerthe Buyers, the other parties party thereto, (ii) enforceable in accordance with its terms against the Buyers and, to the Financing Letter. There are no conditions precedent or other contingencies related to the funding knowledge of the Buyers, the other party thereto, in each case except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors rights generally or (b) general principles of equity, whether considered in a proceeding at law or in equity, and (iii) in full amount of the Financing, other than as set forth in the Financing Letter force and the Fee Lettereffect. 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, or to the knowledge of Buyer, any other party, a Buyer under the Financing Letter or Fee Letter. As of the date hereofof this Agreement, no Buyer reasonably believes has any reason to believe that any of the conditions to the Financing contemplated will not be satisfied or that the Financing will not be available to the Buyers on the date of the Closing. The Financing Letter contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyers on the terms therein. As of the date hereof there are no side letters or other agreements, Contracts or arrangements related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in the Financing Letter and delivered to the Fee Letter will be satisfied, at or Acquired Companies 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 Agreementdate hereof.

Financing. (a) Buyer has The Purchaser will have at the Effective Time sufficient funds available to satisfy the aggregate consideration payable by the Purchaser pursuant to the Arrangement in accordance with the terms of this Agreement and the Arrangement, and to satisfy all other obligations payable by the Purchaser pursuant to this Agreement and the Arrangement. The Purchaser delivered to Seller (i) true, correct the Company a complete and complete copies accurate copy of the executed commitment letterfacilities agreement and intercreditor agreement, dated and any relevant fee letters (with only the fee and any other economic provisions redacted, none of which would permit the Lenders (as defined below) to reduce the amount or availability of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC Financing except as permitted by Section 4.5) from the financial institutions (the “Lenders”) identified therein (the “Financing LetterDocuments”), ) pursuant to which the counterparties thereto such financial institutions have committedcommitted to provide, subject to the terms and conditions thereoftherein, to lend to Buyer debt financing in the amounts set forth therein for the purpose of funding the Arrangement and the transactions contemplated by this Agreement (being collectively referred to as the “Financing”). The Financing Documents have not been amended or modified and the Lenders’ respective commitments contained in such letters and agreements have not been withdrawn, terminated, rescinded or reduced (except as permitted by Section 4.5) and (ii) true and correct (subject in any respect by the Purchaser or, to the redactions noted therein) copies knowledge of the executed fee letterPurchaser, dated the Lenders, as applicable. Assuming the Financing is funded pursuant to the Financing Documents, the net proceeds of the Financing, together with cash held by the Purchaser, will, in the aggregate be sufficient to enable the Purchaser to fund the Aggregate Consideration and make all other payments of any fees and expenses required to be paid in connection with the Arrangement and the Financing, and to pay amounts related to refinancing of any outstanding indebtedness of the Company contemplated by the Financing Documents. Assuming accuracy of the representations and warranties of the Company hereunder, as of the date hereof, between Buyerno event has occurred which, ▇▇▇▇▇ Fargo Bankwith or without notice, National Associationlapse of time or both, and ▇▇▇▇▇ Fargo Securities, LLC (would constitute a default or breach on the “Fee Letter”) related to part of the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither Purchaser under 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. andDocuments or, to the knowledge of Buyerthe Purchaser, the any other parties thereto, or a failure of any condition to the Financing Letteror otherwise result in any portion of the Financing contemplated thereby to be unavailable on the Effective Date. Assuming satisfaction of the conditions set forth in Section 6.1 and Section 6.2 of the Agreement, the Purchaser has no reason to expect that any of the conditions of the Purchaser to the Financing will fail to timely be satisfied or that the full amount of the Financing will not be available on the Effective Date. 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 or contemplated by the Financing Letter Documents. The Purchaser or its affiliates have paid in full any and all commitment fees or other fees required to be paid pursuant to the Fee Letter. As of terms the Financing Documents on or before 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 and will pay in full any such amounts due 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 Effective Time. There are no side letters or other agreements, contracts or arrangements to which the Purchaser is a party which are related to the funding of the full amount of the Financing other than as expressly set forth in or contemplated hereunder for by the ClosingFinancing Documents. Notwithstanding anything to the contrary contained herein, except each Party agrees that no a breach of this representation or and warranty will not result in the failure of a condition precedent hereunder, if (notwithstanding such breach) (i) the Purchaser is being made as willing and able to whether any of Seller’s representations or warranties are true or correct or whether Seller consummate the Arrangement on the Effective Date, and (ii) has complied with its covenants contained in this Agreementfunds sufficient to consummate the transactions contemplated hereby at the Effective Time.

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. Within thirty (a30) Buyer has delivered days after the date of this Agreement, Purchaser shall deliver to Seller (i) true, correct and complete copies of the executed a binding commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC letter relating to debt financing for Purchaser (the “Financing Commitment Letter”)) in a form reasonably acceptable to Seller, pursuant to which the counterparties thereto have committed, subject to the with customary terms and conditions thereofconditions, from CIT Healthcare or another third-party lender reasonably acceptable to lend to Buyer the amounts set forth therein Seller (the “FinancingLender”) and (ii) true a certificate executed by Purchaser (the “Financing Certificate”) making the following representations and correct warranties to Seller: (subject to A) the redactions noted therein) copies copy of the executed fee letterCommitment Letter provided to Seller is a true, dated correct and complete copy of the Commitment Letter; (B) the Commitment Letter, together with all other resources available to Purchaser, covers all funds necessary to fully pay the Cash Purchase Price at Closing, all fees and expenses of BMC and Purchaser incurred in connection with the Contemplated Transactions and any other financial obligations of Purchaser under this Agreement or the Purchaser Documents (excluding the Transition Services Agreement) (the “Financing”); (C) as of the date hereofof such certificate, between BuyerPurchaser and its Affiliates were not aware of any facts that would cause Purchaser to believe that the Financing contemplated by the Commitment Letter would not be consummated in accordance with the terms thereof; and (D) assuming that it receives the Financing, ▇▇▇▇▇ Fargo BankPurchaser at the Closing will have, National Associationthe resources and capabilities (financial or otherwise) to perform its obligations under this Agreement, and ▇▇▇▇▇ Fargo SecuritiesPurchaser has not incurred any obligation, LLC (commitment, restriction or Liability of any kind, which would impair or adversely affect such resources and capabilities. Upon delivery of the “Fee Financing Certificate, the representations and warranties given by Purchaser in the Financing Certificate shall be deemed given by Purchaser under this Agreement as if set forth herein, and shall automatically be incorporated into and form a part of this Agreement for all purposes. After the delivery of the Commitment Letter”) related , Purchaser shall notify Seller if Purchaser becomes aware of any facts that would cause Purchaser to reasonably believe that the FinancingFinancing contemplated by the Commitment Letter more likely than not will not be consummated in accordance with the terms thereof. At Between the date of the delivery of the Commitment Letter and the Closing, Buyer will Purchaser shall have sufficient funds the right to enable it substitute a third-party lender reasonably acceptable to consummate Seller by providing a binding commitment letter that is reasonably acceptable to Seller with terms substantially similar to the transactions contemplated by this Agreement. Neither the Financing Commitment Letter or Fee Letter has been amended or modified otherwise reasonably acceptable to Seller. Upon such substitution, references in this Agreement to the Lender and the commitments contained in the Financing Commitment Letter have not been withdrawn or rescinded in any respectshall instead refer to such substituted third-party lender and such substituted commitment letter, respectively. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement.

Financing. (a) Buyer has delivered to Seller (i) true, correct 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, Purchaser's obligations hereunder are not subject to any conditions regarding its or any other Person's ability to obtain or provide financing for 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 consummation 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 Purchaser (or the Guarantor) has, prior to the date hereof, obtained all the financing commitments in order to have sufficient funds (together with available cash) necessary and immediately available on the Closing Date (i) to pay in full on the Closing Date the Purchase Price, (ii) to repay, or to procure that the relevant Group Companies repay the Existing Debt as of the Closing Date (including all interests, fees, commissions and penalties relating thereto) and (iii) to pay all transaction fees and expenses incurred by it in relation to the transactions contemplated herein necessary to satisfy the conditions precedent applicable to the Purchaser (or the Guarantor) (regardless of whether or not it can obtain financing under its Debt Financing Letter or Fee Letter has been amended or modified Commitments). On the Put Option Date, the Purchaser delivered to the Sellers’ Agent a true, accurate and complete copy of the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respectDebt Commitment Letter. (b) As of The Purchaser (or the date hereofGuarantor) has obtained the debt financing commitments under the Debt Commitment Letter (the "Debt Financing Commitments"), 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 that do not contain any conditions precedent or other contingencies related to the funding of the full amount amounts of the Financing, financing contemplated thereunder (other than as for the execution of this Agreement and solely to the satisfaction of conditions precedent set forth in Annex C to the Debt Commitment Letter to be satisfied on or around the Closing Date). (c) The Purchaser undertakes: (i) not to terminate or amend the Debt Commitment Letter in a way that would adversely affect the certainty of funding under the Debt Financing Commitments necessary to consummate the transactions contemplated hereby or delay the Closing (except (i) with the prior written consent of the Sellers' Agent, (ii) to add Debt Financing Sources that have not executed the Debt Commitment Letter and the Fee Letter. As as of the date hereofhereof or (iii) with the replacement of the Debt Financing Commitments in accordance with subsection (d) below); DocuSign Envelope ID: E60EED85-CC73-497B-9AB2-4E7133D1B558 (d) The Purchaser shall be entitled to replace the Debt Financing Commitments by alternative debt financing, no event has occurred or circumstance exists which, with or without notice, lapse provided that: (i) such alternative debt financing shall provide for a degree of time or both, would or would reasonably be expected certainty of funds that is at least equivalent to constitute a default or breach the degree of certainty of funds under the Debt Commitment Letter and shall provide for the availability on the part Closing Date of Buyerat least the same principal amount of debt financing, or to the knowledge of Buyer, any other party, under extent necessary to consummate the Financing Letter or Fee Letter. As of Transaction; (ii) the date hereof, Buyer reasonably believes that the conditions Purchaser shall notify such replacement to the Sellers' Agent (with a copy of such alternative debt financing documentation duly executed) promptly after such replacement; and (iii) such alternative debt financing shall thereafter be referred to as the Debt Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder Commitments for the Closing, except that no representation or warranty is being made as to whether any purposes 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 the Company a true and complete copies copy of the a fully executed commitment letterletter (the “Debt Commitment Letter”), dated as of the date hereof, between The Laclede Group, Inc., from J.▇. ▇▇▇▇▇▇ Fargo Bank, National Association, Securities Inc. and ▇▇▇▇▇ Fargo Securities, Banc of America Securities LLC (such institutions, the “Financing LetterArrangers”), pursuant . Pursuant to which the counterparties thereto have committed, Debt Commitment Letter and subject to the terms and conditions thereofcontained therein (including the exhibits thereto), the Arrangers have committed to lend to Buyer provide US$1,250,000,000 in aggregate principal amount of debt financing for the amounts purposes set forth therein (the “Financing”) and to Acquiror at the Effective Time (ii) true and correct (the “Debt Commitment ”). The obligations to fund the full amount of the Financing under the Debt Commitment Letter are not subject to any condition precedents (including pursuant to any “flex” provisions) other than those expressly set forth in the redactions noted therein) copies of the executed fee letter, dated as Debt Commitment Letter. As of the date hereof, between Buyer(i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) on the part of Acquiror under the Debt Commitment Letter or, ▇▇▇▇▇ Fargo Bankto the actual knowledge of Acquiror, National Associationany other party to the Debt Commitment Letter, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”ii) related subject to the Financing. At Company’s compliance with its obligations under this Agreement, Acquiror does not have any reason to believe that any of the Closingconditions to the Financing will not be satisfied or that the Financing or any other funds necessary to pay the aggregate Acquisition Consideration pursuant to the Acquisition and to make all other necessary payments (including related fees and expenses) by Acquiror in connection with the Acquisition, Buyer will have sufficient funds including the repayment of any indebtedness required to enable it be repaid, and the payment of all fees and expenses reasonably expected to consummate be incurred, in connection with the transactions contemplated by this Agreement, will not be available to Acquiror on the Closing Date. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Debt Commitment Letter is in full force and effect and is constitutes the validlegal, valid and binding and enforceable obligation of The Laclede Group, Inc. each of Acquiror and, to the knowledge of BuyerAcquiror, the other parties thereto. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the Financing Letter. There are no conditions precedent or other contingencies related to date of this Agreement, the funding of the full amount of the Financing, other than as set forth respective commitments contained in the Financing Debt Commitment Letter and the Fee Letter. As of the date hereofhave not, 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 BuyerAcquiror, been withdrawn, modified or rescinded in 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 respect prior to the time contemplated hereunder date of this Agreement, and the financing and other fees that are due and payable on or before the date of this Agreement under the Debt Commitment Letter have been paid in full. Subject to the terms and conditions of the Debt Commitment Letter, assuming for purposes of this representation the Closing, except that no representation or warranty is being made as to whether any accuracy of Sellerthe Company’s representations or and warranties are true or correct or whether Seller has complied contained in Section 4.05(a) and assuming compliance by the Company with its covenants contained set forth in Section 6.01, the net funds contemplated to be received pursuant to the Debt Commitment Letter, together with other financial resources of Acquiror, including cash on hand on the Closing Date, will be sufficient to pay the cash portion of the aggregate Acquisition Consideration pursuant to the Acquisition and to make all other necessary payments (including related fees and expenses) by Acquiror in connection with the Acquisition, including the repayment of any indebtedness required to be repaid, and the payment of all fees and expenses reasonably expected to be incurred, in connection the transactions contemplated by this Agreement.

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 hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC hereof (the “Equity Commitment Letter”), among Parent and the other party thereto (the “Equity Financing LetterSource”), pursuant to which the counterparties thereto have Equity Financing Source has committed, subject only to the terms and conditions thereof, to lend to Buyer invest the amounts set forth therein on the Closing Date (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 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 Assuming the Equity Financing is funded in accordance with the Equity Commitment Letter, the accuracy of the date hereofrepresentations and warranties set forth in this Agreement and performance in all material respects by the Company Parties of their obligations under this Agreement, the aggregate net proceeds from the Equity Financing when funded in accordance with the Equity Commitment Letter are sufficient to fund all of the amounts required to be provided by the Buyer Parties for the consummation of the transactions contemplated hereby and are sufficient for the satisfaction when due of all of the Buyer Parties’ obligations under this Agreement, including the payment of the Aggregate Merger Consideration and the payment of all costs and expenses of the transactions contemplated hereby (including any obligations of the Surviving Company, the Surviving Partnership or their respective Subsidiaries (including the Company Subsidiaries)) which become due or payable by the Surviving Company, the Surviving Partnership or any of such Subsidiaries in connection with, or as a result of, the Mergers and any repayment or refinancing of Indebtedness required in connection therewith. (c) The Equity Commitment Letter is in full force and effect and has not been (and will not be prior to the Closing or valid termination of this Agreement) withdrawn, terminated or rescinded or otherwise amended, supplemented or modified (or contemplated to be amended, supplemented or modified) in any respect. The Equity Commitment Letter, in the form delivered to the Company, is the valida legal, valid and binding and enforceable obligation of The Laclede GroupParent and the other party thereto, Inc. andenforceable against such parties in accordance with its terms, subject to the knowledge of Buyer, the other parties to the Financing LetterBankruptcy and Equity Exception. There are no conditions precedent side letters or other contingencies related Contracts or arrangements relating to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Equity Commitment Letter. As of the date hereof, no No event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerParent under any term, or to a failure of any condition, of the knowledge of Buyer, any other party, under the Financing Equity Commitment Letter or Fee Letter. As otherwise result in any portion of the date hereof, Buyer reasonably believes that the conditions to the Equity Financing contemplated in thereby to be unavailable on the Financing Letter date on which the Closing should occur pursuant to Section 2.02. Assuming the accuracy of the representations 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 set forth in this Agreement, the performance in all material respects by the Company Parties of their obligations under this Agreement and satisfaction of the Buyer Parties’ conditions to Closing, none of the Buyer Parties has reason to believe that it or the Equity Financing Source would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it. The Buyer Parties have fully paid any and all commitment fees or other fees required by the Equity Commitment Letter to be paid on or before the date of this Agreement. There are no conditions precedent or other contingencies related to the investing of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter.

Financing. (a) Buyer has delivered to Seller (i) true, correct and complete copies of the executed commitment letter, dated as As of the date hereof, between The Laclede Group, Inc.of this Agreement, ▇▇▇▇▇ Fargo Bankhas received and accepted an executed commitment letter (including the exhibits, National Associationannexes and schedules thereto, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Debt Commitment Letter”), pursuant ) from the financial institutions identified therein to which the counterparties thereto have committedprovide, subject to the terms and conditions thereofset forth therein, to lend to Buyer debt financing in the amounts set forth therein (the “Financing”) and (ii) ). The Debt Commitment Letter may be assigned to SpinCo in connection with the consummation of the Transactions. ▇▇▇▇ has delivered to GKN true and correct (subject to the redactions noted therein) complete copies of the executed Debt Commitment Letter and the fee letter, dated as of letter referenced in the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC Debt Commitment Letter (the “Fee Letter”) related (except that the fee amounts, pricing caps, market flex terms and other economic terms set forth therein, none of which would reasonably be expected to adversely affect the conditionality, enforceability, availability, termination or aggregate principal amount (below the Required Amount) of the Financing, have been redacted). 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 of this Agreement, ▇▇▇▇ has fully paid any and all commitment fees or other fees in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. Assuming the Financing is funded in accordance with the Debt Commitment Letter, the Financing net proceeds contemplated by the Debt Commitment Letter, together with ▇▇▇▇ ▇▇▇▇ on hand, will in the aggregate be sufficient for ▇▇▇▇ and SpinCo to pay the Cash Consideration (as may be adjusted pursuant to the Separation Agreement), any repayment or refinancing of Indebtedness contemplated by the Debt Commitment Letter and any other amounts required to be paid by ▇▇▇▇ or SpinCo in connection with the consummation of the Transactions and to pay all related fees and expenses of ▇▇▇▇ and SpinCo required to be paid at Closing by ▇▇▇▇ and SpinCo (the “Required Amount”). As of the date of this Agreement, the Debt Commitment Letter is in full force (x) a legal, valid and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. ▇▇▇▇ and, to the knowledge of Buyer▇▇▇▇, each of the other parties thereto, (y) enforceable in accordance with its terms against ▇▇▇▇ and, to the Financing Letter. There are no conditions precedent or knowledge of ▇▇▇▇, each of the other contingencies related parties thereto, in each case subject to the funding of the Enforceability Exceptions and (z) in full amount of the Financing, other than as set forth in the Financing Letter force and the Fee Lettereffect. As of the date hereofof this Agreement, the Debt Commitment Letter has not been amended or modified, and none of the obligations and commitments contained in the Debt Commitment Letter have been withdrawn, terminated or rescinded in any respect, and, to the knowledge of ▇▇▇▇, no such amendment, modification, withdrawal, termination or rescission is contemplated. As of the date of this Agreement, to the knowledge of ▇▇▇▇, no event has occurred or circumstance exists which, which (with or without notice, notice or lapse of time time, or both, ) would or would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Buyer, ▇▇▇▇ or to any of the knowledge of Buyer, any other party, parties thereto under the Financing Letter or Fee Debt Commitment Letter. As of the date hereofof this Agreement, Buyer reasonably believes that assuming the satisfaction or waiver of the conditions to Dana’s obligations to consummate the Transactions, ▇▇▇▇ does not have any reason to believe that it will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by it or that the full amount of the Financing contemplated will not be available on the Closing Date. The only conditions precedent or other contingencies related to the obligations of the Financing Sources to fund the full amount of the Financing on the Closing Date are those expressly set forth in the Debt Commitment Letter. There are no side letters or other Contracts or arrangements to which ▇▇▇▇ or any of its Affiliates is a party related to the Financing on the Closing Date other than as expressly contained in the Debt Commitment Letter and the Fee Letter will be satisfied, at or delivered to GKN prior to the time contemplated hereunder date of this Agreement and any related customary agent fee letters, fee credit letters and engagement letters (which do not contain any terms that would reasonably be expected to adversely affect the conditionality, availability, termination or aggregate principal amount (below the Required Amount) of the Financing). (b) Without limiting Section 11.11, in no event shall the receipt or availability of any funds or financing (including, for the Closingavoidance of doubt, except that no representation the Financing) by or warranty is being made as to whether ▇▇▇▇ or any of Seller’s representations its Affiliates or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementany other financing transaction be a condition to any of the obligations of ▇▇▇▇ under the Transaction Documents.