BY AND AMONG ENERGYSOUTH, INC., AS BORROWER, ANDRevolving Credit Agreement • December 29th, 1999 • Energysouth Inc • Crude petroleum & natural gas • Alabama
Re: $55,000,000 Principal Amount of Senior Secured Notes, Series 8.45%, due 2017Guaranty Agreement • February 14th, 2001 • Energysouth Inc • Crude petroleum & natural gas • Alabama
1 EXHIBIT 10(j)-1 CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT ("Agreement") is made and entered into as of the 8th day of December, 1999 by and between ENERGYSOUTH, INC., an Alabama corporation ("EnergySouth"), and _____________...Change of Control Agreement • December 29th, 1999 • Energysouth Inc • Crude petroleum & natural gas • Alabama
REVOLVING CREDIT AGREEMENT BY AND AMONG ENERGYSOUTH, INC., AS BORROWER,Revolving Credit Agreement • December 20th, 2002 • Energysouth Inc • Crude petroleum & natural gas • Alabama
EXHIBIT 10(a) MOBILE GAS SERVICE CORPORATION TRANSPORTATION AGREEMENT THIS AGREEMENT is made and entered into as of this 18th day of February, 1999 by and between MOBILE GAS SERVICE CORPORATION, an Alabama corporation, with a mailing address of P. O....Energysouth Inc • May 17th, 1999 • Crude petroleum & natural gas • Alabama
To REGIONS BANK TrusteeTrust Indenture and Security Agreement • February 14th, 2001 • Energysouth Inc • Crude petroleum & natural gas • Alabama
BY AND BETWEENStorage Service Agreement • December 29th, 2000 • Energysouth Inc • Crude petroleum & natural gas • Alabama
ARTICLE I DEFINITIONSSupplemental Deferred Compensation Agreement • December 29th, 1999 • Energysouth Inc • Crude petroleum & natural gas • Alabama
AGREEMENT AND PLAN OF MERGER Dated as of July 25, 2008 by and among SEMPRA ENERGY, EMS HOLDING CORP. and ENERGYSOUTH, INC.Agreement and Plan of Merger • July 28th, 2008 • Energysouth Inc • Natural gas distribution • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 25, 2008, is entered into by and among Sempra Energy, a California corporation (“Parent”), EMS Holding Corp., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Sub”), and EnergySouth, Inc., a Delaware corporation (the “Company”).
STORAGE SERVICE AGREEMENT BY AND BETWEEN BAY GAS STORAGE COMPANY, LTD. AND CONSTELLATION ENERGY COMMODITIES GROUP, INC. CONTRACT NUMBER 2006-33Storage Service Agreement • July 31st, 2006 • Energysouth Inc • Natural gas distribution • Alabama
This Statement of Conditions, and the incorporated General Terms and Conditions (see Section “VI.” above) take precedence over conflicting language in any of Bay Gas’ Service Agreements or amendments thereto, unless such language specifically states that it is an exception to this Statement, and then only to the extent of such stated exception.
AMENDED AND RESTATED PARENT GUARANTEEParent Guarantee • December 4th, 2007 • Energysouth Inc • Natural gas distribution
THIS AMENDED AND RESTATED PARENT GUARANTEE (this “Guarantee”) made and delivered as of November 28, 2007, by ENERGYSOUTH, INC., a Delaware corporation (the “Guarantor”) in favor of (i) each of the lenders from time to time parties to the Credit Agreement described below (each a “Lender” and collectively the “Lenders”), (ii) Regions Bank, in its capacities as Administrative Agent, Issuing Bank, and Swingline Lender under the terms of the Credit Agreement and the other Loan Documents referred to in the Credit Agreement (in such capacities, the “Administrative Agent”, “Issuing Bank” and “Swingline Lender”, respectively), and (iii) such of the Lenders and their respective Affiliates that are holders of the Obligations as provided in the Credit Agreement (the Lenders, the Administrative Agent, the Issuing Bank, the Swingline Lender, and such Affiliates collectively referred to herein as the “Guaranteed Parties”).
PLEDGE AGREEMENTPledge Agreement • December 4th, 2007 • Energysouth Inc • Natural gas distribution • Georgia
THIS PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of November 28, 2007, by and among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), the subsidiaries of the Parent Borrower signatory to this Pledge Agreement or to any amendment, supplement, joinder agreement or other modification relating to this Pledge Agreement (in each case, a “Pledge Supplement”) pursuant to which such subsidiary becomes a party hereto (each a “Subsidiary Pledgor” and collectively, the “Subsidiary Pledgors”; the Parent Borrower and the Subsidiary Pledgors shall be collectively known as the “Pledgors”, and individually as “Pledgor”), in favor of REGIONS BANK, as Administrative Agent (in such capacity, the “Administrative Agent”), for the benefit of the several banks and other financial institutions and lenders (the “Lenders”) from time to time parties to the Amended and Restated Credit Agreement dated as of November 28, 2007, among the Parent Borrower, Bay Gas Storage Company, Ltd., an Ala
LOAN AGREEMENT Dated as of August 1, 2007 between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF WASHINGTON COUNTY and BAY GAS STORAGE COMPANY, LTD. $55,000,000 The Industrial Development Authority of Washington County Industrial Development Revenue Bonds...Loan Agreement • August 21st, 2007 • Energysouth Inc • Natural gas distribution • Alabama
THIS LOAN AGREEMENT (the “Loan Agreement”), dated as of August 1, 2007, between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF WASHINGTON COUNTY, a public corporation of the State of Alabama (the “Issuer”), and BAY GAS STORAGE COMPANY, LTD., a limited partnership organized and existing under the laws of the State of Alabama (the “Company”);
1 EXHIBIT 10(h) PORTIONS OF THIS EXHIBIT IDENTIFIED BY "***" HAVE BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND...Transportation Agreement • December 29th, 1999 • Energysouth Inc • Crude petroleum & natural gas • Alabama
RESTORATION PENSION PLAN AGREEMENTRestoration Pension Plan Agreement • February 7th, 2007 • Energysouth Inc • Natural gas distribution • Alabama
THIS RESTORATION PENSION PLAN AGREEMENT is made and entered into as of this 1st day of February, 2007, to be effective as of the 1st day of August, 2006, by and between EnergySouth, Inc., an Alabama corporation, and C. S. “Dean” Liollio.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 18th, 2007 • Energysouth Inc • Natural gas distribution • Alabama
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is executed on the ___ day of , , to be effective as of the ___ day of , ___, by and between ENERGYSOUTH, INC., a Delaware corporation (“EnergySouth”), and (“Executive”).
3/26/98 NNS SETTLEMENT AGREEMENT BY AND BETWEEN KOCH GATEWAY PIPELINE COMPANY AND MOBILE GAS SERVICE CORPORATIONAgreement • December 29th, 1998 • Energysouth Inc • Crude petroleum & natural gas • Texas
First Amendment to GuarantyGuaranty • October 7th, 2008 • Energysouth Inc • Natural gas distribution • Alabama
This First Amendment to Guaranty dated as of September 30, 2008 (the or this “Amendment”) to the Guaranty Agreement referred to below is among EnergySouth, Inc., a Delaware corporation (the “Guarantor”), and each of the institutions which is a signatory to this Amendment (collectively, the “Noteholders”).
July 5, 2006Energysouth Inc • July 7th, 2006 • Natural gas distribution
As part of your previously announced plan to retire on June 30, 2007, and to aid in an orderly transition, this will confirm the agreement between you and EnergySouth, Inc. (“EnergySouth” or the “Company”) as follows:
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between THEO B. BEAN, JR., AND THEO B. BEAN, JR., AS TRUSTEE FOR THE THEO B. BEAN, JR. FAMILY TRUST, as Sellers and MISSISSIPPI HUB ACQUISITION COMPANY, LLC, as Buyer Dated as of October 31, 2007Membership Interest Purchase Agreement • November 5th, 2007 • Energysouth Inc • Natural gas distribution • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of October 31, 2007 (this “Agreement”), is entered into by and among Theo B. Bean, Jr. (“Bean”), and Theo B. Bean, Jr., as trustee for The Theo B. Bean, Jr. Family Trust, a South Dakota spendthrift trust (the “Bean Trust”, and together with Bean, each a “Seller” and, collectively, “Sellers”), and Mississippi Hub Acquisition Company, LLC, a Delaware limited liability company (“Buyer”).
June 23, 2006Energysouth Inc • June 28th, 2006 • Natural gas distribution
This letter will confirm the offer to you for employment by EnergySouth, Inc. (“EnergySouth” or the “Company”) on the following terms:
BY AND BETWEENFirm Intrastate Transportation Agreement • May 17th, 1999 • Energysouth Inc • Crude petroleum & natural gas • Alabama
PURCHASE AND SALE AGREEMENT by and between BRI-MARSH, L.L.C. and MISSISSIPPI HUB ACQUISITION COMPANY, LLC Dated as of October 31, 2007Purchase and Sale Agreement • November 5th, 2007 • Energysouth Inc • Natural gas distribution • New York
THIS PURCHASE AND SALE AGREEMENT, dated as of October 31, 2007 (this “Agreement”), is entered into by and between BRI-Marsh, L.L.C., a Louisiana limited liability company (“Seller”), and Mississippi Hub Acquisition Company, LLC, a Delaware limited liability company (“Buyer”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 28th, 2008 • Energysouth Inc • Natural gas distribution • Georgia
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into effective as of July 25, 2008, by and among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), and REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
SUPPLEMENT AGREEMENTSupplement Agreement • July 28th, 2008 • Energysouth Inc • Natural gas distribution • Georgia
THIS SUPPLEMENT AGREEMENT (this “Agreement”) dated as of July 25, 2008, is being executed and delivered pursuant to the provisions of Section 2.24 of that certain Amended and Restated Credit Agreement dated as of November 28, 2007, among ENERGYSOUTH, INC. and BAY GAS STORAGE COMPANY, LTD., as Borrowers, the Lenders from time to time parties thereto, and REGIONS BANK, as Administrative Agent for the Lenders, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of July 25, 2008 (as so amended, and as the same may hereafter be further amended, restated and supplemented from time to time, the “Credit Agreement”), by each of the existing Lenders listed on the signature pages hereto (each a “Consenting Lender” and collectively the “Consenting Lenders”), and the Borrowers, and accepted by the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
BETWEENGas Sale and Purchase Contract • December 29th, 2000 • Energysouth Inc • Crude petroleum & natural gas
REVOLVING CREDIT AGREEMENT BY AND AMONG ENERGYSOUTH, INC., as Borrower, and REGIONS BANK, as agent, and REGIONS BANK, AMSOUTH BANK, WACHOVIA BANK, NATIONAL ASSOCIATION, AND GULF FEDERAL BANK, as Lenders January 31, 2005Revolving Credit Agreement • December 14th, 2005 • Energysouth Inc • Natural gas distribution • Alabama
This Revolving Credit Agreement is entered into as of the 31st day of January, 2005, by and among ENERGYSOUTH, INC., as Borrower (herein called “Borrower”), REGIONS BANK, as agent for Lenders to the extent and in the manner provided in ARTICLE 8, below (herein called “Agent”), and REGIONS BANK, AMSOUTH BANK, WACHOVIA BANK, NATIONAL ASSOCIATION, successor by merger to SouthTrust Bank (“Wachovia Bank”), and GULF FEDERAL BANK, as Lenders (herein collectively called “Lenders”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 1st, 2007 • Energysouth Inc • Natural gas distribution
THIS AGREEMENT AND PLAN OF MERGER, dated January 30, 2007 (this “Agreement”), is between EnergySouth, Inc., an Alabama corporation (“EnergySouth Alabama”), and EnergySouth, Inc., a Delaware corporation (“EnergySouth Delaware”) and a wholly owned subsidiary of EnergySouth Alabama. EnergySouth Alabama and EnergySouth Delaware are sometimes hereinafter collectively referred to as the “Constituent Corporations.”
TERMINATION AGREEMENTTermination Agreement • December 14th, 2005 • Energysouth Inc • Natural gas distribution • Alabama
This Termination Agreement (“Agreement”) is made effective this the 28th day of July, 2005, by and among Tuscaloosa Steel Corporation (“TSC”), Corus UK Limited (“Corus”), and Mobile Gas Service Corporation (“MGSC”).
STORAGE SERVICE AGREEMENT BY AND BETWEEN BAY GAS STORAGE COMPANY, LTD. AND BP ENERGY COMPANY CONTRACT NUMBER FBP07Storage Agreement • May 9th, 2005 • Energysouth Inc • Natural gas distribution • Alabama
Conditions (see Section “VI.” above) take precedence over conflicting language in any of Bay Gas’ Service Agreements or amendments thereto, unless such language specifically states that it is an exception to this Statement, and then only to the extent of such stated exception.
STORAGE SERVICE AGREEMENT BY AND BETWEEN FLORIDA POWER & LIGHT COMPANY AND BAY GAS STORAGE COMPANY, LTD. CONTRACT NUMBER: 2005-21Storage Service Agreement • December 14th, 2005 • Energysouth Inc • Natural gas distribution • Alabama
Amended General Terms and Conditions to Bay Gas Storage Company, Ltd.’s Storage and Transportation Service Agreements, dated December 22, 1998, are incorporated by reference as part of this Statement of Conditions. Shipper’s failure to comply with the provisions in Section II, Nominations, Balancing And Excess Deliveries, of such General Terms and Conditions shall relieve Bay Gas of its obligation to perform services, and, if such failure to comply unreasonably interferes, in Bay Gas’ judgment, with Bay Gas’ control over its system facilities, then Bay Gas may, at its option, cease services and terminate any related Service Agreements or other agreements, without limitation of Bay Gas’ rights or remedies at law or in equity.
CREDIT AGREEMENT dated as of August 14, 2007 among ENERGYSOUTH, INC. and BAY GAS STORAGE COMPANY, LTD., as Borrowers, THE LENDERS FROM TIME TO TIME PARTY HERETO, and REGIONS BANK, as Administrative Agent, Issuing Bank and Swingline Lender REGIONS...Credit Agreement • August 21st, 2007 • Energysouth Inc • Natural gas distribution • Georgia
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August 14, 2007, by and among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”).
LIMITED LIABILITY COMPANY AGREEMENT OF MISSISSIPPI HUB ACQUISITION COMPANY, LLC Dated as of October 31, 2007Limited Liability Company Agreement • November 5th, 2007 • Energysouth Inc • Natural gas distribution • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MISSISSIPPI HUB ACQUISITION COMPANY, LLC, a Delaware limited liability company (the “Company”), dated as of October 31, 2007 (the “Effective Date”) is made by and among the Company and DB PEV GAS, LLC, a Delaware limited liability company (“Drawbridge”), EnergySouth Midstream, Inc., an Alabama corporation (“ESMI”), and, solely in connection with Section 2.9, EnergySouth, Inc. Drawbridge and ESMI are each individually referred to as a “Member” of the Company.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 7th, 2008 • Energysouth Inc • Natural gas distribution • Georgia
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into effective as of September 30, 2008, by and among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), and REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
AMENDED AND RESTATED CAVITY DEVELOPMENT AND STORAGE AGREEMENT BETWEEN OLIN CORPORATION AND BAY GAS STORAGE COMPANY, LTD. DATED AS OF MAY 22, 2007Cavity Development and Storage Agreement • August 9th, 2007 • Energysouth Inc • Natural gas distribution • Alabama
THIS AMENDED AND RESTATED CAVITY DEVELOPMENT AND STORAGE AGREEMENT, dated as of the 22nd day of May, 2007 (the “2007 Amendment Date”), further amends and restates the Cavity Development and Storage Agreement (“CDSA”) dated the 14th day of January, 1992 made and entered into between OLIN CORPORATION, a Virginia corporation qualified to do and doing business in the State of Alabama and whose principal place of business is 190 Carondolet Plaza, Suite 1530, Clayton, MO 63105 (hereinafter “Olin”), and BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership whose principal place of business is 2828 Dauphin Street (P.O. Box 2248), Mobile, Alabama 36606 (36652-2248) (hereinafter “BGSC”), as the CDSA has been amended heretofore.
