Exhibit 99.1
Wells Fargo Bank, National Association Wells Fargo Securities, LLC 301 South College Street Charlotte, North Carolina 28288 |
August 26, 2013
The Laclede Group, Inc.
720 Olive Street
Saint Louis, Missouri 63101
Attention: Mark D. Waltermire, Chief Financial Officer
Project Hallmark-2nd Amendment to Commitment Letter
Ladies and Gentlemen:
Reference is hereby made to the (i) Project Hallmark-Commitment Letter and the Annexes attached thereto, dated as of December 14, 2012, from Wells Fargo Securities, LLC (“Wells Fargo Securities” and the “Lead Arranger”) and Wells Fargo Bank, National Association (“Wells Fargo Bank”) to The Laclede Group, Inc. (the “Borrower”), (ii) the Project Hallmark-Joinder Agreement to Commitment Letter, dated as of January 16, 2013, between the Commitment Parties and the Borrower and (iii) the Project Hallmark-1st Amendment to Commitment Letter, dated as of June 24, 2013, from the Commitment Parties to the Borrower ((i), (ii) and (iii) collectively, the “Commitment Letter”). Capitalized terms used in this agreement (this “Amendment”) but not defined herein shall have the respective meanings assigned to such terms in the Commitment Letter.
The parties hereto agree that the Facility and the corresponding Commitment of each Commitment Party shall be permanently reduced to $0 and all obligations of the Commitment Parties under the Commitment Letter shall terminate (other than those obligations which are expressly stated in the Commitment Letter to survive such termination).
To induce the Commitment Parties to enter into this Amendment, (i) the Borrower hereby represents and warrants to the Commitment Parties that the reduction of the Facility effected by this Amendment does not require any consent by the Seller, or if such consent is required, then such consent has been obtained pursuant to the terms of the Acquisition Agreement prior to the date hereof and (ii) the Borrower shall pay to each Commitment Party its Ticking Fee accrued as of the date hereof and all reasonable out-of-pocket costs and expenses required to be paid by the Borrower as set forth in the section of the Commitment Letter relating to Expenses.
PARAGRAPH 12 OF THE COMMITMENT LETTER IS HEREBY INCORPORATED HEREIN BY REFERENCE AND SHALL APPLY HEREUNDER AS IF FULLY SET FORTH HEREIN.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Project Hallmark –2nd Amendmentto Commitment Letter
Very Truly Yours, | ||||
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||||
By: | /s/ Allison Newman | |||
Name: | Allison Newman | |||
Title: | Director |
WELLS FARGO SECURITIES, LLC | ||||
By: | /s/ Lindsay Offutt | |||
Name: | Lindsay Offutt | |||
Title: | Vice President |
Project Hallmark – 2nd Amendment to Commitment Letter
Agreed and acknowledged as of the date first
written above:
THE LACLEDE GROUP, INC. | ||||
By: | /s/ Mark D. Waltermire | |||
Name: | Mark D. Waltermire | |||
Title: | Executive Vice President and Chief Financial Officer |
Project Hallmark – 2nd Amendment to Commitment Letter
Agreed and acknowledged as of the date first
written above:
Bank of America, N.A. | ||||
By: | /s/ Eric A. Escagne | |||
Name: | Eric A. Escagne | |||
Title: | Senior Vice President |
Project Hallmark – 2nd Amendment to Commitment Letter
Agreed and acknowledged as of the date first
written above:
JPMORGAN CHASE BANK, N.A. | ||||
By: | /s/ Helen D. Davis | |||
Name: | Helen D. Davis | |||
Title: | Vice President |
Project Hallmark – 2nd Amendment to Commitment Letter
Agreed and acknowledged as of the date first
written above:
MORGAN STANLEY BANK, N.A. | ||||
By: | /s/ John Durland | |||
Name: | John Durland | |||
Title: | Authorized Signatory |
Project Hallmark – 2nd Amendment to Commitment Letter
Agreed and acknowledged as of the date first
written above:
U.S. Bank National Association
By: | /s/ John M. Eyerman | |||
Name: | John M. Eyerman | |||
Title: | Vice President |
Project Hallmark –2nd Amendmentto Commitment Letter
Agreed and acknowledged as of the date first
written above:
STIFEL BANK & TRUST
By: | /s/ Matthew L. Diehl | |||
Name: | Matthew L. Diehl | |||
Title: | Senior Vice President |
Project Hallmark –2nd Amendmentto Commitment Letter
Agreed and acknowledged as of the date first
written above:
FIFTH THIRD BANK
By: | /s/ Robert M. Sander | |||
Name: | Robert M. Sander | |||
Title: | Vice President |
Project Hallmark –2nd Amendmentto Commitment Letter
Agreed and acknowledged as of the date first
written above:
Commerce Bank
By: | /s/ Chris M. Steuterman | |||
Name: | Chris M. Steuterman | |||
Title: | Vice President |
Project Hallmark –2nd Amendmentto Commitment Letter
Agreed and acknowledged as of the date first
written above:
UMB Bank, n.a.
By: | /s/ Thomas J. Zeigler | |||
Name: | Thomas J. Zeigler | |||
Title: | Senior Vice President |
Project Hallmark –2nd Amendmentto Commitment Letter