Exhibit 10.14a
FIRST AMENDMENT TO LOAN AGREEMENT
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THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and
entered into as of September 15, 2003, by and between LACLEDE GAS COMPANY, a
Missouri corporation ("Borrower"), the Banks identified on the signature
pages hereto, and U.S. BANK NATIONAL ASSOCIATION, a national banking
association, as Administrative Agent for the Banks ("Administrative Agent"),
and has reference to the following fact and circumstances (the "Recitals"):
A. Borrower, the Banks and Administrative Agent executed the Loan
Agreement dated as of September 16, 2002 (the "Agreement"; all capitalized
terms used and not otherwise defined in this Amendment shall have the
respective meanings ascribed to them in the Agreement as amended by this
Amendment).
B. Borrower has requested that the amount of the total Revolving
Credit Commitments be increased from $215,000,000 to $250,000,000, and that
the Revolving Credit Period be extended from September 15, 2003 to September
14, 2004.
C. Each Bank and Administrative Agent have agreed to said requests on
the terms described herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and Lender hereby agree as follows:
1. Recitals. The Recitals are true and correct, and, together with
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the defined terms set forth herein, are incorporated by this reference.
2. Amendments to Agreement. The Agreement is amended as follows:
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(a) The amount of the total Revolving Credit Commitments is increased
to $250,000,000, and each Bank's Revolving Credit Commitment is
increased, as described in Schedule 1.01 to the Agreement, which is
amended, restated and replaced by Schedule 1.01 attached to this
Amendment and incorporated by reference.
(b) The first sentence of Section 2.01(e) of the Agreement is deleted
and substituted with the following:
"The Revolving Credit Period shall mean the period commencing
on the date of this Agreement and ending September 14, 2004;
provided, however, that the Revolving Credit Period may be
extended successively as provided in this Section 2.01(e)."
3. Replacement Notes. Pursuant to Section 2.01(d)(vi)(D) of the
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Agreement, Borrower shall execute and deliver to each Bank a new Revolving
Credit Note, each in the amount of the respective Bank's increased Revolving
Credit Commitment (collectively, the "Replacement Notes").
4. Costs and Expenses. Borrower hereby agrees to reimburse
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Administrative Agent upon demand for all out-of-pocket costs and expenses
(including, without limitation, reasonable attorneys' fees and expenses)
incurred by Administrative Agent in the preparation, negotiation and
execution of this Amendment, the Replacement Notes, and any other
Transaction Documents. Borrower further agrees to pay or reimburse
Administrative Agent for (a) any stamp or other taxes (excluding income or
gross receipts taxes) which may be payable with respect to the execution,
delivery, filing and/or recording of the Transaction Documents, and (b) the
cost of any filings and searches, including, without limitation, Uniform
Commercial Code filings and searches. All of the obligations of Borrower
under this
paragraph shall survive the payment of the Borrower's Obligations and the
termination of the Agreement.
5. References to this Agreement. All references in the Agreement to
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"this Agreement" and any other references of similar import shall mean the
Agreement as amended by this Amendment.
6. Full Force and Effect. Except to the extent specifically amended by
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this Amendment, all of the terms, provisions, conditions, covenants,
representations and warranties contained in the Agreement shall be and
remain in full force and effect and the same are hereby ratified and
confirmed.
7. Successors and Assigns. This Amendment shall be binding upon and
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inure to the benefit of Borrower, Administrative Agent and Banks and their
respective successors and assigns, except that Borrower may not assign,
transfer or delegate any of its rights or obligations under the Agreement as
amended by this Amendment.
8. Representations and Warranties. Borrower hereby represents and
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warrants to Administrative Agent and Banks that:
(a) the execution, delivery and performance by Borrower of this
Amendment are within the corporate powers of Borrower, have been duly
authorized by all necessary corporate action and require no action by
or in respect of, consent of or filing or recording with, any
governmental or regulatory body, instrumentality, authority, agency or
official or any other Person;
(b) the execution, delivery and performance by Borrower of this
Amendment do not conflict with, or result in a breach of the terms,
conditions or provisions of, or constitute a default under or result in
any violation of, the terms of the Certificate or Articles of
Incorporation or By-Laws of Borrower, any applicable law, rule,
regulation, order, writ, judgment or decree of any court or
governmental or regulatory body, instrumentality, authority, agency or
official or any agreement, document or instrument to which Borrower is
a party or by which Borrower or any of its Property is bound or to
which Borrower or any of its Property is subject;
(c) this Amendment has been duly executed and delivered by
Borrower and constitutes the legal, valid and binding obligation of
Borrower enforceable against Borrower in accordance with its terms,
except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law);
(d) all of the representations and warranties made by Borrower in
the Agreement and/or in any of the other Transaction Documents are true
and correct in all material respects on and as of the date of this
Amendment as if made on and as of the date of this Amendment; and
(e) as of the date of this Amendment, no Default or Event of
Default under or within the meaning of the Agreement has occurred and
is continuing.
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9. Inconsistency. In the event of any inconsistency or conflict between
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this Amendment and the Agreement, the terms, provisions and conditions
contained in this Amendment shall govern and control.
10. Applicable Law. This Amendment shall be governed by and construed
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in accordance with the substantive laws of the State of Missouri (without
reference to conflict of law principles).
11. NOTICE REQUIRED BY SECTION 432.045 R.S. MO. ORAL AGREEMENTS OR
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COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING
REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT
ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THIS WRITING WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN
WRITING TO MODIFY IT.
12. Conditions Precedent. Notwithstanding any provision contained in
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this Amendment to the contrary, this Amendment shall not be effective unless
and until Administrative Agent shall have received:
(a) this Amendment, duly executed by Borrower;
(b) the Replacement Notes, duly executed by Borrower;
(c) a copy of resolutions of the Board of Directors of Borrower,
duly adopted, which authorize the execution, delivery and performance
of this Amendment and the Replacement Notes;
(d) a Certificate of Corporate Good Standing of Borrower issued by
the Secretary of State of the State of Missouri;
(e) the opinion of counsel of the Associate General Counsel of
Borrower, in the form acceptable to Administrative Agent; and
(f) such other documents and information as reasonably required by
Administrative Agent.
IN WITNESS WHEREOF, Borrower, Administrative Agent, and the Banks have
executed this Amendment as of the day and year first above written.
(SIGNATURES ON FOLLOWING PAGES)
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SIGNATURE PAGE - BORROWER
FIRST AMENDMENT TO LOAN AGREEMENT
Borrower:
LACLEDE GAS COMPANY
By: /s/ Ronald L. Krutzman
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Ronald L. Krutzman,
Treasurer and Assistant Secretary
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SIGNATURE PAGE - ADMINISTRATIVE AGENT AND U.S. BANK
FIRST AMENDMENT TO LOAN AGREEMENT
Administrative Agent:
U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent
By: /s/ Eric J. Hartman
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Eric J. Hartman, Vice President
U.S. Bank:
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Eric J. Hartman
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Eric J. Hartman, Vice President
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SIGNATURE PAGE - BANK HAPOALIM B.M.
FIRST AMENDMENT TO LOAN AGREEMENT
BANK HAPOALIM B.M.
By: /s/ James P. Surles
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Printed Name: JAMES P. SURLESS
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Title: VICE PRESIDENT
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By: /s/ Lewray Hackett
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Printed Name: LEWRAY HACKETT
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Title: VP
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SIGNATURE PAGE - COMERICA BANK
FIRST AMENDMENT TO LOAN AGREEMENT
COMERICA BANK
By: /s/ James B. Haeffner
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Printed Name: James B. Haeffner
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Title: First Vice President
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SIGNATURE PAGE - NATIONAL CITY BANK OF MICHIGAN/ILLINOIS N.A.
FIRST AMENDMENT TO LOAN AGREEMENT
NATIONAL CITY BANK OF MICHIGAN/ILLINOIS
N.A.
By: /s/ Richard M. Sems
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Printed Name: Richard M. Sems
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Title: Vice President
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SIGNATURE PAGE - LASALLE BANK NATIONAL ASSOCIATION
FIRST AMENDMENT TO LOAN AGREEMENT
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Denis J. Campbell IV
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Printed Name: Denis J. Campbell IV
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Title: Senior Vice President
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SIGNATURE PAGE - THE BANK OF NEW YORK
FIRST AMENDMENT TO LOAN AGREEMENT
THE BANK OF NEW YORK
By: /s/ Nathan S. Howard
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Printed Name: Nathan S. Howard
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Title: Vice President
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SIGNATURE PAGE - KBC BANK N.V.
FIRST AMENDMENT TO LOAN AGREEMENT
KBC BANK N.V.
By: /s/ Jean-Pierre Diels
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Printed Name: JEAN-PIERRE DIELS
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Title: First Vice President
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By: /s/ William Cavanaugh
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Printed Name: William Cavanaugh
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Title: Vice President
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SIGNATURE PAGE - COMMERCE BANK, NATIONAL ASSOCIATION
FIRST AMENDMENT TO LOAN AGREEMENT
COMMERCE BANK, NATIONAL ASSOCIATION
By: /s/ T William White
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Printed Name: T William White
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Title: Senior Vice President
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SIGNATURE PAGE - FIFTH THIRD BANK
FIRST AMENDMENT TO LOAN AGREEMENT
FIFTH THIRD BANK
By: /s/ Shawn D. Hagan
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Printed Name: Shawn D. Hagan
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Title: Vice President
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SIGNATURE PAGE - FIRST BANK
FIRST AMENDMENT TO LOAN AGREEMENT
FIRST BANK
By: /s/ Bruce G. Forster
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Printed Name: Bruce G. Forster
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Title: Vice President
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SIGNATURE PAGE - UNION PLANTERS BANK, N.A.
FIRST AMENDMENT TO LOAN AGREEMENT
UNION PLANTERS BANK, N.A.
By: /s/ Anne D. Silvestri
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Printed Name: Anne D. Silvestri
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Title: V.P.
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SIGNATURE PAGE - FIRST NATIONAL BANK OF ST. LOUIS
FIRST AMENDMENT TO LOAN AGREEMENT
FIRST NATIONAL BANK OF ST. LOUIS
By: /s/ George W. Fitzwater
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Printed Name: GEORGE W. FITZWATER
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Title: SENIOR VICE PRESIDENT AND CFO
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