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Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect.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. (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. (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 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 As of the date hereof, ▇▇▇▇▇ has delivered to Seller (i) true, correct a true and complete copies copy of the executed commitment letterBuyer Credit Agreement, dated together with all exhibits, schedules and annexes thereto, as of amended, modified, supplemented or replaced from time to time in whole or in part), from the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Debt Financing Letter”)Sources party thereto, pursuant to which the counterparties thereto have committed, and subject to the terms and conditions thereof, the Debt Financing Sources committed to lend to Buyer the amounts set forth under the Buyer Credit Agreement under the terms and conditions set forth therein (the “Debt Financing”) and (ii) true executed letters of intent or their equivalent from the lenders under the Buyer Credit Agreement indicating their intention to provide an amendment or consent under the Buyer Credit Agreement to permit proceeds of the Buyer Credit Agreement to be used to fund all or a portion of the Purchase Price (the “Letter of Intent”). Assuming the satisfaction of the conditions set forth in Section 7.1 and correct Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the redactions noted therein) copies satisfaction or waiver of such conditions), satisfaction of the executed fee letterfunding conditions set forth in the Buyer Credit Agreement (as it may be amended in connection with the Letter of Intent), dated and the consummation of an amendment or waiver to the Buyer Credit Agreement as contemplated by the Letter of Intent, Buyer will have sufficient immediately available funds on or prior to the date hereof, between Buyer, Closing to pay all amounts required to be paid by ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (under ARTICLE II in connection with or as a result of the “Fee Letter”) related to Closing or otherwise in connection with the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions Transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified , and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. to pay all of its related fees and expenses (b) As of the date hereofsuch sufficient immediately available funds, the Financing Letter “Funds”). The Buyer Credit Agreement is in full force and effect and is the a valid, binding and enforceable obligation of The Laclede Group, Inc. Buyer and, to the knowledge of Buyer, the each other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letterparty thereto. As of the date hereof, (i) the Buyer Credit Agreement is in full force and effect, has not been amended, modified, supplemented, terminated, rescinded or replaced in any respect, (ii) no such amendment, modification, supplement, withdrawal, termination, rescission or replacement is contemplated except as contemplated by the Letter of Intent, (iii) the commitments contained in the Buyer Credit Agreement have not been withdrawn, terminated, repudiated or rescinded in any respect or amended or modified and, to the knowledge of Buyer, no such withdrawal, termination, amendment, modification, repudiation or rescission is contemplated, (iv) the Excess Availability (as defined in the Buyer Credit Agreement as in effect on the date hereof) is $84.5 million and (v) assuming the satisfaction of the conditions precedent set forth in ARTICLE VII, no event has occurred or circumstance exists which, which (with or without notice, lapse of time or both, would or would ) could reasonably be expected to constitute a default or breach on the part of Buyer, under any term or to condition of the Buyer Credit Agreement. To the knowledge of Buyer, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, or could reasonably be expected to, (i) constitute or result in a breach or default on the part of any other party, under party to the Buyer Credit Agreement or (ii) otherwise result in any portion of the Debt Financing Letter or Fee Letternot being available when required pursuant to the terms of the Buyer Credit Agreement. As of the date hereofhereof and assuming compliance by Seller and consummation of an amendment or waiver to the Buyer Credit Agreement as contemplated by the Letter of Intent, Buyer reasonably believes that the Company and its Subsidiaries and their respective Representatives with their respective obligations under this Agreement and satisfaction of the conditions to this Agreement required to be satisfied by such Persons, Buyer has no reason to believe that the Financing contemplated in the Financing Letter and the Fee Letter will Funds shall not be satisfied, at or prior to the time contemplated hereunder for available as of the Closing. In no event shall the receipt by, except that no representation or warranty is being made as to whether the availability of any funds or financing to, Buyer or any of Sellerits Affiliates or any other financing be a condition to Buyer’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementobligation to consummate the Transactions.

Financing. (a) Buyer has delivered 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 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 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 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 true, correct accurate and complete copies of (i) 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 “Financing Commitment Letter”), pursuant to which among Parent, the counterparties Financing Parties party thereto have committed, subject to and the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) other parties party thereto and (ii) true and correct the Fee Letter (subject to as defined in the redactions noted thereinCommitment Letter) copies of (together with the executed fee letterCommitment Letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee LetterFinancing Letters”) 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 which has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) Customarily Redacted. As of the date hereofof this Agreement, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation Parent has no Knowledge of The Laclede Group, Inc. and, any event or circumstance that would lead it to the knowledge of Buyer, the other parties reasonably believe that it will not be able to the Financing Letter. There are no conditions precedent or other contingencies related satisfy on a timely basis any condition to the funding of the full amount financing contemplated by of the Financing, other than as set forth in the Financing Letter and the Fee Commitment Letter. As of the date hereofof this Agreement, the Financing Letters are (A) valid, binding and enforceable obligations of Parent and (B) to the Knowledge of Parent, valid, binding and enforceable obligations of each other party thereto, in the case of each of clauses (A) and (B), except as may be limited by the Enforceability Limitations. As of the date of this Agreement, to the Knowledge of Parent, 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 Buyer, or any party to the knowledge Financing Letters or otherwise result in any portion of Buyer, any other party, under the Financing contemplated thereby to be unavailable or delayed. (b) The proceeds of the Financing contemplated by the Commitment Letter or Fee Letter. As as in effect as of the date hereofof this Agreement, Buyer reasonably believes that the conditions to when funded in accordance with the Financing Letters, and taken together with unrestricted cash and other available sources of funds of Parent, shall provide sufficient funds for Parent to (i) make all cash payments contemplated to be made by it under this Agreement in connection with the Financing Letter Merger and the Fee Letter will other Transactions on the Closing Date (including the repayment or prepayment of the principal and accrued and unpaid interest and expenses under the Company Credit Agreement), and (ii) to pay all fees, expenses and other amounts required by this Agreement to be satisfied, at paid by it on or prior to the time contemplated hereunder for Closing Date in connection with the ClosingMerger and the other Transactions (such amount, 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 Agreementthe “Required Amount”).

Financing. (a) Buyer At Closing, the Purchaser will have sufficient funds to consummate the transactions contemplated by this Agreement, and Parent and the Purchaser will have obtained all Consents and amendments to agreements related to any material amount of Indebtedness required to ensure that the consummation of the transactions contemplated by this Agreement does not and will not result in a conflict, breach or event of default thereunder or shall have repaid all obligations thereunder and terminated such agreements. (b) The Purchaser has delivered to the Seller (i) true, correct a true and complete copies copy of the executed commitment letter, dated as of the date hereof, between The Laclede GroupBank of America, Inc., ▇▇▇▇▇ Fargo Bank, National Association, N.A. and ▇▇▇▇▇ Fargo Securities, LLC the Purchaser (the “Financing Debt Commitment Letter”), pursuant to which the counterparties lender party thereto have committedhas agreed, upon the terms and subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject ). The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the redactions noted therein) copies date of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified , and the commitments contained in the Financing Debt Commitment Letter have not been withdrawn withdrawn, modified or rescinded in any respect. (b) As of respect prior to the date hereof, the Financing of this Agreement. The Debt Commitment Letter is in full force and effect and is constitutes the validlegal, valid and binding and enforceable obligation of The Laclede Group, Inc. each of the Purchaser and, to the knowledge of BuyerParent’s Knowledge, the other parties to the Financing Letterthereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Debt Commitment Letter, and there are no side letters or other contracts or arrangements (oral or written) related to the Financing other than the Debt Commitment Letter and the Fee related fee letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing and Parent’s other cash, will, in the aggregate, be sufficient for the satisfaction of all of the Purchaser’s obligations under this Agreement, including (a) the payment of the Cash Consideration and any other amounts required to be paid pursuant to Articles II and III, and (b) the payment of all fees and expenses and other payment obligations required to be paid or satisfied by the Purchaser in connection with the transactions contemplated by this Agreement and the Financing, including any repayment or refinancing of Indebtedness of Parent or Purchaser as a result of the consummation of the transactions contemplated by this Agreement. As of the date hereofof this Agreement, (i) no event has occurred which would constitute a breach or circumstance exists which, default (or an event which with notice or without notice, lapse of time or both, both would or would reasonably be expected to constitute a default or breach default), in each case, on the part of Buyerthe Purchaser under the Debt Commitment Letter or, or to the knowledge of BuyerParent’s Knowledge, any other partyparty to the Debt Commitment Letter, under and (ii) neither Parent nor Purchaser has any reason to believe that any of the conditions to the Financing Letter will not be satisfied or Fee Letterthat the Financing or any other funds necessary for the satisfaction of all of the Purchaser’s obligations under this Agreement will not be available to the Purchaser at the Closing. As of the date hereofof this Agreement, Buyer reasonably believes neither Parent nor Purchaser is aware of any fact or occurrence that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether makes any of Seller’s the assumptions, or the representations or warranties are true of the Purchaser or correct Parent in the Debt Commitment Letter inaccurate in any material respect. The Purchaser has fully paid all commitment fees or whether Seller has complied with its covenants contained in other fees required to be paid as of the date of this AgreementAgreement pursuant to the Debt Commitment Letter.

Financing. (a) Buyer Purchaser has delivered to Seller (i) true, correct a true and complete copies copy of the an executed commitment letterletter dated February 20, dated 2009 (as of the date hereofsame may be amended and replaced in accordance with Section 5.14, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Debt Commitment Letter”), pursuant to which the counterparties lender parties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (for the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies purpose of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate funding the transactions contemplated by this Agreement. Neither Agreement (the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect“Debt Financing”). (b) As of the date hereof, the Financing Debt Commitment Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. The Debt Commitment Letter, in the form so delivered, is the valida legal, valid and binding and enforceable obligation of The Laclede Group, Inc. Purchaser and, to the knowledge of BuyerPurchaser, the other parties to the Financing Letterthereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as set forth in or contemplated by the Financing Letter and the Fee Debt Commitment Letter. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, Purchaser under any term or to condition of the knowledge of Buyer, any other party, under the Financing Letter or Fee Debt Commitment Letter. As of the date of this Agreement, subject to the satisfaction of the conditions contained in Section 8.01 and Section 8.03 (other than the condition set forth in Section 8.03(d)), Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Commitment Letter. Purchaser has fully paid any and all commitment fees that have been incurred and are due and payable as of the date of this Agreement in connection with the Debt Commitment Letter. (c) As of the date hereof, Buyer reasonably believes that Purchaser has no contracts, agreements, commitments, arrangements or understandings with any Person concerning any equity or debt contributions to be made to Purchaser to all or any part of the conditions to the Financing contemplated Purchase Price other than as set forth in the Financing Debt Commitment Letter or those that would not materially and adversely affect Purchaser’s ability to perform its obligations under this Agreement, nor any contracts, agreements, commitments, arrangements or understandings with any Person concerning the Fee Letter will be satisfied, at ownership and operation of Purchaser or prior the Business other than those that would not adversely affect Purchaser’s ability to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with perform its covenants contained in obligations under this Agreement.

Financing. (a) Buyer 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 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 Parent has delivered to Seller (i) true, correct provided the Company true and complete copies of the (a) fully executed commitment letter, letters dated as of on or prior to the date hereofhereof (together with all exhibits, between The Laclede Groupannexes, Inc.schedules and term sheets attached thereto, ▇▇▇▇▇ Fargo Bankeach, National Associationan “Equity Funding Letter” and, and ▇▇▇▇▇ Fargo Securitiescollectively, LLC (the “Financing LetterEquity Funding Letters”), pursuant to which the counterparties thereto have committed) from each Guarantor providing for an equity investment in Parent, subject to the terms and conditions thereoftherein, to lend to Buyer in cash in the aggregate amounts set forth therein (the “Equity Financing”) and (iib) true fully executed commitment letters and correct Redacted Fee Letters dated on or prior to the date hereof (together with all exhibits, annexes, schedules and term sheets attached thereto, each a “Debt Commitment Letter” and, collectively, the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”), from the financial institutions identified therein (the “Commitment Parties”), providing, subject to the redactions noted terms and conditions therein) copies , for debt financing, in each case, in the amounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, collectively referred to as the “Financing”). Each of the executed fee letterFinancing Letters is valid, dated as of the date hereofbinding and, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the FinancingKnowledge of Parent, enforceable by Parent against the other parties thereto in accordance with its terms, subject to the Bankruptcy and Equity Exception. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, each of the Financing Letter Letters is in full force and effect and is the validrespective obligations and commitments therein have not been withdrawn, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent rescinded or other contingencies related to the funding of the full amount of the Financing, other than as set forth terminated or otherwise amended or modified in the Financing Letter and the Fee Letterany respect. As of the date hereof, no event has occurred or circumstance exists which, which (with or without notice, lapse of time time, or both, would or ) would reasonably be expected to constitute a breach in any material respect or default or breach on the part of BuyerParent or, or to the knowledge Knowledge of BuyerParent, any of the other party, parties thereto under the Financing Letter Letters or Fee Letterotherwise result in any portion of the Financing contemplated thereby, as applicable, to be unavailable or delayed. Subject to the satisfaction of the conditions contained in Section 7.01 and Section 7.03 hereof, as of the date hereof, Parent has no reason to believe that any of the conditions in any of the Financing Letters will not be satisfied or that any of portion of the Financing will not be made available thereunder on a timely basis in order to consummate the Transactions. As of the date hereof, Buyer reasonably believes none of the Guarantors or the Commitment Parties has notified Parent of its intention to terminate any of its obligations under the applicable Financing Letter or not to provide the applicable Financing. Assuming (A) the satisfaction of the conditions in Sections 7.01 and 7.03 hereof and (B) that the conditions Financing is funded in accordance with the terms of the Financing Letters, the net proceeds contemplated by the Financing Letters (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Debt Commitment Letter), will be sufficient to pay the Merger Consideration, the refinancing of any credit facility or other Indebtedness of the Company or any Company Subsidiary that will not continue after the Effective Time, the payment of any fees and expenses of or payable by Parent, and any other amounts required to be paid by Parent in connection with the consummation of the Transactions. Parent has paid in full any and all commitment or other fees required by the Financing Letters that are due as of the date hereof, and will pay, after the date hereof, all such fees as they become due. There are no side letters or other Contracts, arrangements or understandings to which Parent, any Guarantor or any of their respective Affiliates is a party related to the Financing contemplated (other than as expressly contained in the Financing Letter Letters and delivered to the Fee Letter will be satisfied, at or Company prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any date of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement) that would permit the Commitment Parties to reduce the total amount of the Financing, or that would affect the availability or conditionality of the Financing in any material respect.

Financing. (a) Buyer Parent has delivered to Seller (i) true, correct the Company true and complete copies of the executed commitment letter, dated as of the date hereofAugust 10, 2008, between The Laclede GroupParent, Inc.Credit Suisse, ▇▇▇▇▇ Fargo Credit Suisse Securities (USA) LLC, Wachovia Bank, National Association, Association and ▇▇▇▇▇ Fargo SecuritiesWachovia Capital Markets, LLC (together, the “Financing LetterLenders”), pursuant to which the counterparties thereto Lenders have committed, subject to the terms and conditions thereof, agreed to lend to Buyer the amounts set forth therein (the “Debt Financing”) for the purpose of, inter alia, funding the transactions contemplated by this Agreement (the “Financing Commitment”). Parent has fully paid any and (ii) true and correct (subject all commitment fees or other fees required by the Financing Commitment to the redactions noted therein) copies of the executed fee letter, dated be paid as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the The Financing Letter or Fee Letter Commitment has not been amended or modified prior to the date of this Agreement, and the respective commitments contained in the Financing Letter have Commitment has not been withdrawn or rescinded in any respect. (b) As of the date hereof, the . The Financing Letter Commitment is in full force and effect and is constitutes the validlegal, valid and binding and enforceable obligation obligations of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing LetterParent. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingDebt Financing required to be satisfied by Parent and Merger Sub, other than as expressly set forth in the Financing Letter Commitment. Assuming the accuracy of the representations and warranties set forth in Section 3.2 and the Fee Letterexistence of at least $215 million of available, unrestricted cash on hand with the Company, upon consummation of the Debt Financing, the net proceeds contemplated by the Financing Commitment will, in the aggregate, be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration, aggregate Option Consideration (the “Aggregate Option Consideration”) and aggregate RSU Consideration (the “Aggregate RSU Consideration”) (and any other repayment or refinancing of debt or preferred stock contemplated by this Agreement or the Financing Commitment) and any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, Parent under the Financing Letter or Fee Letter. As Commitment and neither Parent nor Merger Sub has any reason to believe that any of the date hereof, Buyer reasonably believes that the conditions to the Debt Financing contemplated in will not be satisfied or that the Debt Financing Letter and will not be available to Parent on the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementClosing Date.

Financing. (aSection 3.02(m) Buyer has delivered to Seller (i) of Parent’s Disclosure Schedule contains true, correct and complete copies copies, as of the date of this Agreement, of executed commitment letterletters, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC of this Agreement (the “Financing LetterDebt Commitment Letters”), pursuant from the lenders named therein to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts provide debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing”) and (ii) true and correct (subject to the redactions noted therein) copies ). None of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter Debt Commitment Letters has been amended or modified in any material respect (or, in respect of terms relating to conditionality or amounts, amended in any respect on terms that are less favorable to Parent or Merger Sub), no such amendment or modification is contemplated, and the respective commitments contained in the Financing Letter such letters have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter is . The Debt Commitment Letters are in full force and effect and is are the valid, binding and enforceable obligation obligations of The Laclede GroupParent and Merger Sub, Inc. and, and to the knowledge Knowledge of BuyerParent, the other parties thereto. The net proceeds contemplated by the Debt Financing, together with the proceeds of commercial paper or loans under existing revolving credit facilities of Parent and cash on hand of Parent at the Closing, will in the aggregate be sufficient for Parent and Merger Sub to pay the Financing Letter. There are no conditions precedent aggregate Cash Consideration (and any other repayment or refinancing of debt contemplated by this Agreement or the Debt Commitment Letters) and any other contingencies related amounts required to be paid in connection with the funding consummation of the full amount of the Financing, other than as set forth in the Financing Letter transactions contemplated by this Agreement and the Fee Letterto pay all related fees and expenses. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, Parent or to the knowledge of Buyer, any other party, Merger Sub under the Financing Letter or Fee Letter. As Debt Commitment Letters, and, as of the date hereofof this Agreement, Buyer reasonably believes Parent does not have any reason to believe that any of the conditions to the Debt Financing contemplated in will not be satisfied or that the Debt Financing Letter and will not be available to Parent or Merger Sub on the Fee Letter will be satisfied, at or prior date of the Closing. The Debt Commitment Letters contain all of the conditions precedent to the time contemplated hereunder for obligations of the Closing, except that no representation or warranty is being made as parties thereunder to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementmake the Debt Financing available to Parent on the terms therein.

Financing. (a) Buyer has delivered not been advised in any manner by any counterparty 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 Associationa Subscription Agreement, and ▇▇▇▇▇ Fargo Securitiesotherwise has no reason to believe, 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 that the transactions contemplated by this Agreement. Neither any of the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have Subscription Agreements shall not been withdrawn or rescinded in any respect. (b) As of be consummated within three Business Days after the date hereof. Prior to the execution hereof, the Financing Letter Buyer has delivered to Seller true, complete and correct copies of each Subscription Agreement. Each Subscription Agreement is in full force a valid and effect and is the valid, binding and enforceable obligation agreement of The Laclede Group, Inc. Buyer and, to the knowledge of Buyer, the other parties thereto, is enforceable against Buyer and, 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 knowledge of Buyer, or the other parties thereto, in accordance with its terms (subject to the Enforceability Exceptions) and is in full force and effect. Buyer has performed all of the obligations required to be performed by it to date under each Subscription Agreement in all material respects. Neither Buyer nor, to the knowledge of Buyer, any other partyparty thereto, is in default or breach in any material respect under the Financing Letter terms of any Subscription Agreement and, to the knowledge of Buyer, neither Buyer nor any other party thereto, has received notice alleging the existence of any event or Fee Letter. As condition that constitutes or, after notice or lapse of time or both, will constitute such a default or breach. (b) Buyer (i) has (assuming the completion of the date hereofBuyer Capital Raise in an amount not less than $66,000,000), and will have at Closing, sufficient cash to enable it to make payment of the Purchase Price and any other amounts to be paid by it hereunder, and (ii) is and will be at Closing (after giving effect to the transactions contemplated hereby, including the Buyer reasonably believes Capital Raise, on a pro forma basis) at least “well-capitalized,” as defined in the BHC Act. Buyer acknowledges and agrees that neither the consummation of the Buyer Capital Raise nor the consummation of the transactions contemplated by the Subscription Agreements shall be deemed a condition to Buyer’s obligation to consummate the Closing. No regulator has indicated that it will condition any of the Governmental Authorizations set forth in Section 4.03 upon an increase in Buyer’s capital or compliance with any capital requirement, standard or ratio, in each case that would not be satisfied by the completion of the Buyer Capital Raise in an amount not less than $66,000,000, assuming for this purpose that the conditions to closing under 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 Subscription Agreements has complied with its covenants contained in this Agreementoccurred.

Financing. (a) Buyer Parent has delivered to Seller (i) true, correct and complete copies of the executed received a commitment letter, dated as of the date hereofMay 7, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC 2007 (the “Financing "Debt Commitment Letter”"), from Bank of America, N.A. (the "Lender"), pursuant to which the counterparties thereto have Lender has committed, subject to the terms and conditions thereofset forth therein, to lend provide up to Buyer $500,000,000 in senior secured debt financing (the amounts set forth therein "Debt Financing"). True, accurate and complete copies of the Debt Commitment Letter, as in effect on the date of this Agreement, have been furnished to the Investors. The proceeds to Parent from the issuance and sale of the Convertible Shares to the Investors pursuant to this Agreement together with the financing contemplated by the Debt Commitment Letter (collectively, the “Financing”) is sufficient for Parent to consummate the Transactions on the Closing Date and (ii) true pay the initial merger consideration under the Merger Agreement and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as all related fees and expenses thereunder and hereunder. As of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (A) the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Debt Commitment Letter has not been amended or modified modified, and (B) the financing commitments contained in the Financing Debt Commitment Letter have not been withdrawn or rescinded in any respect. (b) As of . The Debt Commitment Letter, in the date hereofform so delivered, the Financing Letter is in full force and effect and is the valida legal, valid and binding and enforceable obligation of The Laclede Group, Inc. Parent and, to the knowledge Knowledge of BuyerParent, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letterthereto. As of the date hereofhereof and assuming the accuracy of all representations and warranties of MemberHealth in the Merger Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, Parent under any term or to condition of the knowledge of Buyer, any other party, under the Financing Letter or Fee Debt Commitment Letter. As of the date hereof, Buyer reasonably believes that hereof and assuming the conditions to the Financing contemplated accuracy of all representations and warranties of MemberHealth in the Financing Letter Merger Agreement and compliance by MemberHealth with its agreements in the Fee Letter Merger Agreement, Parent has no reason to believe that it will be satisfied, at unable to satisfy on a timely basis any term or prior condition of closing to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants be satisfied by it contained in this Agreementthe Debt Commitment Letter. Parent has fully paid, or caused to be fully paid, any and all commitment and other fees required by the terms of the Debt Commitment Letter to be paid on or before the date hereof.

Financing. (a) Buyer Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to consummate an equity financing with net proceeds of no less than $1,100,000,000 (the “Equity Amount”) as soon as reasonably practicable after the date of this Agreement. (b) In the event that Acquiror has delivered not consummated an equity financing with net proceeds equal to Seller or greater than the Equity Amount by the 10th Business Day following the date of this Agreement, then Acquiror shall pay to AT&T, as liquidated damages and not as a penalty, on the 11th Business Day following the date of the Agreement and on every 7th day thereafter (or on next Business Day if such day is not a Business Day) the Weekly Amount in immediately available funds to an account designated by AT&T; provided, however, that Acquiror’s obligation to pay to AT&T the Weekly Amount shall terminate (and no further Weekly Amount payments shall come due or be payable) upon the earliest to occur of (i) true, correct and complete copies of the executed commitment letter, dated as of the date hereofon which the equity financing described in Section 9.11(a) is consummated, between The Laclede Group(ii) the Initial Closing Date and (iii) the termination of this Agreement in accordance with its terms. For the purposes of this Agreement, Inc.“Weekly Amount” means, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (i) for the “Financing Letter”first payment due pursuant to this Section 9.11(b), 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”) $1,000,000 and (ii) true and correct (subject for each payment due pursuant to this Section 9.11(b) thereafter, an amount equal to $1,000,000 plus the redactions noted therein) copies amount due in respect of the executed fee letterimmediately preceding payment (whether or not paid). For the avoidance of doubt, dated as no amounts that become payable to AT&T pursuant to this Section 9.11(b) shall be credited against the Consideration or otherwise reimbursable to Acquiror. From and after the consummation of the date hereofequity financing with net proceeds of no less than the Equity Amount, between BuyerAcquiror shall maintain available cash, ▇▇▇▇▇ Fargo Bank, National Association, committed financing (including under any portion of Debt Financing Commitment) and ▇▇▇▇▇ Fargo Securities, LLC (available capacity under its existing revolving credit facility sufficient in the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds aggregate to enable it Acquiror and the Tower Operator 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 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 NASDAQ OMX has delivered to Seller (i) true, correct NYSE Euronext a true and complete copies fully executed copy of the executed commitment letter, dated as of the date hereofApril [ ], between The Laclede Group2011 among NASDAQ OMX and Bank of America, Inc.N.A., ▇▇▇▇▇▇▇ Fargo BankLynch, National AssociationPierce, and ▇▇▇▇▇▇ Fargo Securities& ▇▇▇▇▇ Incorporated, LLC UBS Loan Finance LLC, UBS Securities LLC, Nordea Bank AB (publ) and Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇ (publ) (the “NASDAQ OMX Financing Sources”), including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “NASDAQ OMX Commitment Letter”, and the provision of such funds as set forth in the NASDAQ OMX Commitment Letter, the “NASDAQ OMX Financing”), pursuant to which the counterparties thereto have committed, and subject to the terms and conditions thereof, thereof each of the NASDAQ OMX Financing Sources have severally agreed to lend to Buyer the amounts set forth therein (therein, for the “Financing”) and (ii) true and correct (subject purposes set forth in the NASDAQ OMX Commitment Letter. The NASDAQ OMX Commitment Letter has not been amended, restated or otherwise modified or waived prior to the redactions noted therein) copies date of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Associationthis Agreement, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the respective commitments contained in the Financing NASDAQ OMX Commitment Letter have not been withdrawn withdrawn, modified or rescinded in any respect. (b) respect prior to the date of this Agreement. As of the date hereofof this Agreement, the Financing NASDAQ OMX Commitment Letter is in full force and effect and is constitutes the validlegal, valid and binding and enforceable obligation of The Laclede GroupNASDAQ OMX, Inc. as applicable and, to the knowledge of BuyerNASDAQ OMX, each of the NASDAQ OMX Financing Sources. Subject to the terms and conditions of the NASDAQ OMX Commitment Letter, assuming the accuracy of NYSE Euronext’s representations and warranties contained in Section 3.1(b) and assuming compliance by NYSE Euronext in all material respects with its covenants contained in Article IV, the net proceeds contemplated from the NASDAQ OMX Financing, together with other parties to financial resources of NASDAQ OMX including cash on hand and marketable securities of NASDAQ OMX on the Financing Letter. There are no conditions precedent or other contingencies related to Closing Date, will, in the funding aggregate, be sufficient for the satisfaction of all of the full amount obligations of NASDAQ OMX under this Agreement, including the Financing, other than as set forth payment of any amounts required to be paid pursuant to Article II and of all fees and expenses reasonably expected to be incurred in the Financing Letter and the Fee Letterconnection herewith. As of the date hereofof this Agreement, (i) (assuming the accuracy of NYSE Euronext’s representations and warranties contained in Section 3.1(g)) no event has occurred or circumstance exists which, that (with or without notice, notice or lapse of time or both, ) would or would reasonably be expected to constitute a default breach or breach default, in each case, on the part of BuyerNASDAQ OMX under the NASDAQ OMX Commitment Letter or, or to the knowledge of Buyer, NASDAQ OMX any other party, under the Financing Letter or Fee Letter. As of the date hereofNASDAQ OMX Financing Sources, Buyer reasonably believes and (ii) subject to the satisfaction of the conditions contained in Section 5.1, NASDAQ OMX has no reason to believe that any of the conditions to the NASDAQ OMX Financing contemplated will not be satisfied or that the NASDAQ OMX Financing or any other funds necessary for the satisfaction of all of the obligations of NASDAQ OMX under this Agreement and of all fees and expenses reasonably expected to be incurred in connection herewith will not be available to NASDAQ OMX on the Financing Letter and the Fee Letter will Closing Date. NASDAQ OMX has fully paid all commitment fees or other fees required, as applicable, to be satisfied, at or paid prior to the time contemplated hereunder for date of this Agreement pursuant to the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementNASDAQ OMX Commitment Letter.

Financing. (a) Buyer has delivered to Seller (i) Section 4.7 of the Buyer’s Disclosure Letter sets forth true, correct accurate and complete copies of the executed commitment letterletters from (i) the Lenders as the same may be amended and replaced in accordance with Section 6.13, dated as of the date hereof(collectively, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing LetterDebt Commitment Letters”), pursuant to which the counterparties thereto have committedwhich, and subject to the terms and conditions thereof, the Lenders have committed to lend the amounts set forth therein, and assist in the placement of debt securities the proceeds of which will be provided, to Buyer Buyer, Holdings and Merger Sub for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); and (ii) the Equity Sponsors, (the “Equity Commitment Letters” and together with the Debt Commitment Letters, the “Commitment Letters”) pursuant to which the Equity Sponsors have committed to invest the amounts set forth therein subject to the terms therein (the “Equity Financing” and together with the Debt Financing, the “Financing”) ). Each of the Debt Commitment Letters, in the form so delivered, is a legal, valid and (ii) true binding obligation of Buyer, Holdings and correct (subject Merger Sub and, to the redactions noted therein) copies Knowledge of the executed fee letter, dated Buyer Parties as of the date hereof, between Buyerthe other parties thereto. Each of the Equity Commitment Letters, ▇▇▇▇▇ Fargo Bankin the form so delivered, National Associationis a legal, valid and ▇▇▇▇▇ Fargo Securities, LLC (binding obligation of Buyer and the “Fee Letter”) related to Equity Sponsors. As of the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by date of this Agreement. Neither , none of the Financing Letter or Fee Letter Commitment Letters has been amended or modified and the respective commitments contained set forth in the Financing Letter Commitment Letters have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, Holdings or Merger Sub under any term or condition of any of the Commitment Letters; provided, however, that no representation is made with respect to any default or breach occurring by reason of matters relating to the knowledge Company or any of Buyer, any other party, under the Financing Letter or Fee Letterits Subsidiaries. As of the date hereofof this Agreement, none of the Buyer reasonably believes Parties has any reason to believe that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter it will be satisfied, at unable to satisfy on a timely basis any term or prior condition of the closing to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether be satisfied by it contained in any of Seller’s representations the Commitment Letters. Buyer, Holdings or warranties are true Merger Sub has fully paid any and all commitment fees or correct other fees required by the Commitment Letters to be paid on or whether Seller has complied with its covenants contained in this Agreement.before the date of this

Financing. (a) Buyer has 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 the Company a correct and complete copy of (i) true, correct and complete copies of the an executed commitment letter, dated as of the date hereofhereof (as amended, between The Laclede Groupmodified, Inc.supplemented, ▇▇▇▇▇ Fargo Bankreplaced or extended from time to time after the date hereof in compliance with Section 6.13, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Commitment Letter”), from the lenders party thereto (including any lenders who become party thereto by joinder) (collectively, the “Lenders”) and other arrangers party thereto, pursuant to which the counterparties thereto Lenders have committedagreed, subject to the terms and conditions thereof, to lend to Buyer provide the debt amounts set forth therein (the debt financing contemplated by the Commitment Letter, together with any permitted Alternative Debt Financing, is collectively referred to herein as the “Debt Financing”) and (ii) true the fee letter referred to in the Commitment Letter (with only fee amounts, pricing caps and correct other economic terms redacted (subject none of which would adversely affect the amount or availability of the Debt Financing)) (as amended, modified, supplemented, replaced or extended from time to time after the date hereof in compliance with Section 6.13, the “Fee Letter”). (b) Except as expressly set forth in the Commitment Letter (or in the unredacted portions of the Fee Letter) delivered to the redactions noted therein) copies of the executed fee letterCompany, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related there are no conditions precedent 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 obligations of the date hereof, Lenders to provide the Debt 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 LetterDebt Financing. There are no other agreements, side letters or arrangements relating to the Debt Financing to which Parent or any of its Subsidiaries is a party as of the date hereof which would impose conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as those set forth in the Financing Commitment Letter (or in the unredacted portions of the Fee Letter). As of the date hereof, Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Commitment Letter or the Fee Letter at the time it is required to consummate the Merger Closing hereunder, nor does Parent have Knowledge, as of the date hereof, that any of the Lenders will not perform their respective funding obligations under the Commitment Letter in accordance with its terms and conditions. (c) Each of the Commitment Letter and the Fee LetterLetter is a valid, binding and enforceable obligation of Parent and Merger Sub and, to the Knowledge of Parent, the other parties thereto, is in full force and effect, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date hereof, no event has occurred or circumstance exists whichthat, with or without notice, 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 BuyerParent or Merger Sub or, or to the knowledge Knowledge of BuyerParent, any the other party, parties thereto under the Financing terms and conditions of the Commitment Letter or under the Fee Letter. As Parent has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letter and Fee Letter on or before the date hereof, Buyer reasonably believes that and will pay in full any such amounts due on or before the conditions to the Financing contemplated in the Financing Closing Date. The Commitment Letter and the Fee Letter will be satisfiedhave not been modified, at altered or amended on or prior to the time contemplated hereunder date hereof. None of the commitments under the Commitment Letter have been withdrawn or rescinded prior to the date hereof. (d) The proceeds of the Debt Financing, if funded, together with available cash of Parent and Merger Sub, shall constitute sufficient funds for the Closingsatisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement on the Closing Date, except that no representation or warranty is being made as including the payment of the Offer Price in respect of each Share validly tendered and accepted in the Offer, the Merger Consideration and all other amounts to whether any be paid pursuant to this Agreement and the payment of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementall associated costs and expenses of the Offer and the Merger to be paid on 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. Parent has provided the Company with a true and correct copy of a fully executed debt commitment letter and term sheet, including all exhibits, schedules or amendments thereto (abut excluding the fee letter) Buyer has delivered to Seller (i) true, correct and complete copies of the executed commitment letter, dated as of the date hereofof this Agreement (as amended, between The Laclede Groupwaived or otherwise modified in accordance with Section 6.8(b), Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Debt Commitment Letter”)) dated April 7, 2008, from its lenders party thereto pursuant to which the counterparties thereto such lenders have committed, subject to the terms and conditions thereofset forth therein, to lend to Buyer the amounts set forth therein $1.9 billion (the “Financing”) and (ii) true and correct (subject to for the redactions noted therein) copies purpose of consummating the executed fee letter, dated as Transactions. As of the date hereofof this Agreement, between Buyerthe Debt Commitment Letter is in full force and effect, ▇▇▇▇▇ Fargo Bankhas not been terminated and constitutes the legal, National Associationvalid and binding obligation of each of Parent, and ▇▇▇▇▇ Fargo SecuritiesPurchaser and, LLC (the “Fee Letter”) related to the Financingknowledge of Parent and the Purchaser, the lenders party thereto. At As of the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by date of this Agreement. Neither , the Financing Letter or Fee Debt Commitment Letter has not been amended or modified and the commitments contained in the Financing Debt Commitment Letter have not been withdrawn withdrawn, modified or rescinded in any respect. (b) . The Debt Commitment Letter permits Parent and Purchaser to use the proceeds of the Financing and unrestricted cash of Parent, Purchaser and the Company to consummate the Offer, the Merger and the other Transactions and the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Commitment Letter together with unrestricted cash of Parent, Purchaser and the Company will be sufficient for Parent and the Surviving Corporation to pay all amounts required to be paid by them pursuant to this Agreement and to pay all estimated related fees and expenses. As of the date hereofof this Agreement, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the Parent has no knowledge of Buyerany event that has occurred which would result in any material breach or violation under the Debt Commitment Letter, and Parent does not have any reason to believe that any of the other parties conditions to the Financing Letterwill not be satisfied or that the Financing will not be available to Parent and Purchaser on the date on which any payment for Shares is required to be made by the Purchaser in respect of the Offer or the Merger. There are no conditions precedent or other contingencies related to the funding obligations of the full amount of lenders party to the Financing, Debt Commitment Letter other than as those set forth in the Financing Letter and the Fee Debt Commitment Letter. As of the date hereofParent has fully paid any commitment fees or other fees required to be paid, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyerextent payable, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for date of this Agreement pursuant to the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementDebt Commitment Letter.

Financing. Parent has available cash resources and financing in an amount sufficient to enable Purchaser to purchase Company Shares pursuant to the Offer and to consummate the Merger. Without limiting the foregoing: (a) Buyer Purchaser has delivered to Seller (i) true, correct the Company a true and complete copies copy of the an executed commitment letterletter dated March 24, dated as of the date hereof, between The Laclede Group, Inc., 2007 from ▇▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇▇▇ Fargo SecuritiesSenior Funding, LLC Inc. and CitiGroup Global Markets, Inc. (the “Financing Debt Commitment Letter”), pursuant to which the counterparties lender parties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein for the purpose of funding the consideration payable by Parent and the Purchaser in respect of the Company Shares and Company Options (the “Debt Financing”). As of the date of this Agreement: (i) the Debt Commitment Letter has not been amended or modified; and (ii) true and correct (subject to the redactions noted therein) copies none of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Debt Commitment Letter have not has 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 by such lenders of the full amount of the Debt Financing, other than as set forth in or contemplated by the Financing Letter and the Fee Debt Commitment Letter. As of the date hereofof this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on and assuming the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As accuracy of the date hereofCompany’s representations set forth in this Agreement and the Company’s compliance with its covenants set forth in this Agreement, Buyer reasonably believes in each case such that the conditions to the Debt Financing contemplated by the Debt Commitment Letter are satisfied, neither Parent nor Purchaser has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Commitment Letter. Parent or Purchaser will fully pay any and all commitment fees that are incurred and are due and payable in connection with the Debt Financing Letter as and the Fee Letter will be satisfied, at or prior when they become payable. In accordance with Paragraph 4 of Annex II to the time contemplated hereunder for Debt Commitment Letter, on April 26, 2007, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., CitiGroup Global Markets, Inc., and other members of the Closinglender syndicate arranged under the terms of the Debt Commitment Letter, except that no representation or warranty entered into a consent in the form attached hereto as Exhibit C.” Exhibit A of this Amendment is being made hereby appended to the Merger Agreement as Exhibit C to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this the Merger Agreement.

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) 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 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) 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) IDB Buyer has delivered to Seller (i) true, correct and complete copies of the fully executed (i) debt commitment letterletter between Jefferies Finance LLC (collectively with the other lenders party thereto on the date hereof, the “Lenders”), and GFI Holding Co Inc., a Delaware corporation and indirect parent of IDB Buyer, dated as of the date hereof, between The Laclede Groupincluding all exhibits, Inc.schedules, ▇▇▇▇▇ Fargo Bankterm sheets, National Associationannexes and amendments thereto, and ▇▇▇▇▇ Fargo Securities, LLC all in effect as of the date of this Agreement (the “Financing Commitment Letter”) and (ii) fee letter referenced in the Commitment Letter (the “Fee Letter”) in effect as of the date of this Agreement (the Commitment Letter and such Fee Letter, collectively, the “Debt Commitment Letter”), pursuant to which the counterparties thereto have committedwhich, and subject to the terms and conditions thereof, the Lenders have committed to lend to Buyer the amounts set forth therein to IDB Buyer for the purpose of funding the transactions contemplated by this Agreement, to pay expenses to be paid by IDB Buyer relating to the Transactions and for the other purposes set forth therein (the “Debt Financing”) and (ii) true and correct (subject to ); provided, however, that solely in the redactions noted therein) copies case of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related , true, correct and complete copies have been delivered to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the Seller redacted in a manner that is usual and customary for transactions contemplated by of this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respecttype. (b) As The Debt Commitment Letter, in the form provided to Seller by IDB Buyer, is, or in the case of a Debt Commitment Letter entered into after the date of this Agreement (but if entered into after the date hereof, only to the Financing Letter is extent entered into in compliance with Section 5.16(d)) will be, in full force and effect and is is, or in the validcase of a Debt Commitment Letter entered into after the date of this Agreement will be, legal, valid and binding obligations of IDB Buyer and enforceable obligation of The Laclede Groupits Affiliates party thereto, Inc. and, and to the knowledge Knowledge of IDB Buyer, each of the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financingthereto, other than as set forth enforceable in the Financing Letter and the Fee Letteraccordance with their respective terms. As of the date hereofof this Agreement, no Debt Commitment Letter or any commitment thereunder has been withdrawn, terminated, repudiated, rescinded, waived, amended, restated, supplemented or modified in any respect, orally or in writing, and as of the date of this Agreement no such withdrawal, termination, repudiation, rescission, waiver, amendment, restatement, supplement or modification is contemplated by IDB Buyer or any of its Affiliates, or to the Knowledge of IDB Buyer, any other counterparty thereto. (c) As of the date of this Agreement, neither IDB Buyer nor any of its Affiliates nor, to the Knowledge of IDB Buyer, any other counterparty thereto has committed any breach of any of its covenants or other obligations set forth in, or is in default under, the Debt Commitment Letter, and to the Knowledge of IDB Buyer no event has occurred or circumstance exists whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute or result in a breach or default or breach under the Debt Commitment Letter on the part of Buyer, IDB Buyer or any other party to the knowledge Debt Commitment Letter, (ii) constitute or result in a failure to satisfy a condition precedent or other contingency set forth in the Debt Commitment Letter, (iii) make any of Buyer, the assumptions or any other party, under of the statements set forth in the Debt Commitment Letter inaccurate in any material respect or (iv) otherwise result in any portion of the Debt Financing Letter or Fee Letternot being available. As of the date hereofof this Agreement, IDB Buyer reasonably believes that the conditions has not received any notice or other communication from any party to the Financing contemplated Debt Commitment Letter with respect to (i) any actual or potential breach or default under the Debt Commitment Letter on the part of IDB Buyer or any other party to the Debt Commitment Letter, (ii) any actual or potential failure to satisfy any condition precedent or other contingency set forth in the Financing Debt Commitment Letter or (iii) any intention of such party to terminate the Debt Commitment Letter or to not provide all or any portion of the Debt Financing. To the Knowledge of IDB Buyer (both before and after giving effect to any “market flex” provisions contained in the Fee Letter Debt Commitment Letter): (x) IDB Buyer will be satisfiedable to satisfy on a timely basis each term and condition relating to the closing or funding of the Debt Financing; (y) no fact, at occurrence, circumstance or condition exists that would reasonably be expected to (1) cause the Debt Commitment Letter to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective, (2) cause any of the terms or conditions relating to the closing or funding of any portion of the Debt Financing not to be met or complied with or (3) otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Debt Commitment Letter to not be available to IDB Buyer on a timely basis (and in any event as of the Closing); and (z) no potential impediment exists to the funding of any of the payment obligations of IDB Buyer under this Agreement. IDB Buyer has fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter to be paid on or before the date of this Agreement, and IDB Buyer will pay when due all other commitment or other fees arising under the Debt Commitment Letter as and when they become payable. (d) The aggregate net proceeds from the Debt Financing (both before and after giving effect to any “market flex” provisions contained in the Debt Commitment Letter) constitute all of the financing required for the consummation of the transactions contemplated by this Agreement and are sufficient in amount to provide IDB Buyer with the funds necessary to consummate the transactions contemplated hereby and to satisfy its obligations under this Agreement, including to pay the Purchase Price, and to pay all fees, costs and expenses to be paid by IDB Buyer related to the transactions contemplated by this Agreement, including such fees and expenses relating to the Debt Financing. (e) There are no, and there will not be any, conditions precedent or other contingencies related to the obligation of any party to the Debt Commitment Letter to fund the full amount (or any portion) of the Debt Financing, including any condition or other contingency relating to the availability of the Debt Financing pursuant to any “market flex” provisions, other than as expressly set forth in the Debt Commitment Letter as in effect on the date hereof (the “Disclosed Conditions”). Other than the Disclosed Conditions, no Financing Source or other Person has any right to impose, and IDB Buyer has no obligation to accept, any condition precedent to any funding of the Debt Financing nor any reduction to the aggregate amount available under the Debt Commitment Letter (nor any term or condition which could have the effect of reducing the aggregate amount available under the Debt Commitment Letter). There are no side letters and (except for the Debt Commitment Letter) there are no agreements, contracts, arrangements or understandings, whether written or oral, with any Lender, Financing Source or other Person relating to the Debt Financing or the Debt Commitment Letter (including any that could affect the availability of the Debt Financing). Other than as set forth in the Debt Commitment Letter delivered to Seller prior to the time date hereof, there are no conditions precedent relating to the funding of the full amount of the Debt Financing that would, or could reasonably be expected to, (i) impair the validity of the Debt Commitment Letter, (ii) reduce the aggregate amount of the Debt Financing, (iii) prevent or delay the consummation of the transactions contemplated hereunder for hereby, (iv) cause the ClosingDebt Commitment Letter to be ineffective, except that no representation or warranty is (v) otherwise result in the Debt Financing not being made as available on a timely basis in order to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementconsummate the transactions contemplated hereby.

Financing. (a) Buyer 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 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 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 Purchaser will have, as of the respective dates of consummation of the Offer (including any subsequent offering period), access to sufficient funds to consummate the Offer (including any subsequent offering period) on the terms and subject to the conditions contemplated hereby, and for the payment to the Company of funds sufficient to pay holders of Company Options in accordance with the provisions of Section 6.7. (b) Parent has delivered to Seller (i) true, the Company a complete and correct and complete copies copy of the executed commitment letter, dated as of the date hereof, between The Laclede Groupfrom Barclays Bank PLC (collectively, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing LetterCommitment”), ) pursuant to which the counterparties lender party thereto have committedhas committed to provide, subject to the terms and conditions thereofset forth therein and the conditions set forth in the Purchaser Credit Facility, to lend to Buyer the amounts debt financing in an aggregate amount set forth therein (the “Financing”) and (ii) true ). Parent has also delivered to the Company complete and correct copies of any fee letters (subject redacted to exclude fees and certain other information at the request of the Financing Sources party thereto) (the “Fee Letters”) in connection with the Financing Commitment and the Purchaser Credit Facility and, as of the Agreement Date, except as would not reasonably be expected to materially impair the validity of the Financing Commitment, materially impact the availability of the Financing or materially decrease the amount of financing that could be expected to be provided under the Financing Commitment, there are no Contracts, agreements, side letters or arrangements to which Parent or Purchaser is a party relating to the redactions noted therein) copies funding or investing, as applicable, of the executed fee letteramount of the Financing other than as expressly set forth in the Financing Commitment, dated as Fee Letters and Purchaser Credit Facility. (c) 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 Commitment has not been amended or modified modified, no such amendment or modification is presently contemplated, and the respective obligations and commitments contained in the Financing Letter Commitment have not been withdrawn or rescinded in any respect. (b) As . Parent or Purchaser has fully paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof, and, as of the date hereof, the Financing Letter Commitment is in full force and effect and is are the valid, binding and enforceable obligation obligations of The Laclede GroupParent and Purchaser (except as such enforceability may be (i) limited by bankruptcy, Inc. insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) the exercise by courts of equity powers) and, to the knowledge of BuyerParent and Purchaser, the other parties thereto. (d) Assuming the satisfaction or waiver of the conditions to Parent’s and Purchaser’s obligation to consummate the Offer (including any subsequent offering period), the net proceeds of the Financing Letter. There are no conditions precedent if funded in accordance with the Financing Commitments, together with Parent’s consolidated cash and cash equivalents and borrowings under Purchaser Credit Facility are, in the aggregate, sufficient for Purchaser to pay the aggregate Offer Price, consummate the transactions contemplated by this Agreement and pay all fees and expenses required to be paid by Parent or other contingencies related to Purchaser in connection with the funding of the full amount of Offer and the Financing, other than as set forth in the Financing Letter and the Fee Letter. . (e) 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 Purchaser under the Financing Commitments or, or to the knowledge of BuyerParent and Purchaser, any other party, under the Financing Letter or Fee Letterparty thereto. As of the date hereofof this Agreement, Buyer reasonably believes neither Parent nor Purchaser has any reason to believe that any of the conditions to the Financing contemplated in will not be satisfied or that the full amount of the Financing Letter and will not be available to Parent or Purchaser on the Fee Letter will be satisfied, at or prior to date of the time contemplated hereunder for consummation 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 AgreementOffer.

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) Parent agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions with respect to itself and Buyer has delivered necessary to consummate the transactions contemplated by the Commitment Letter. Parent will promptly notify Seller (i) true, correct and complete copies in writing of any termination of the executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject Commitment Letter or any proposed changes or modifications to the terms and conditions thereof, to lend to Buyer Commitment Letter that would materially adversely affect the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies ability of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it Parent to consummate the transactions contemplated by this Purchase Agreement. Neither Parent will not amend, modify or supplement any of the Financing material terms or conditions of the Commitment Letter relating to the amount or Fee Letter has been amended closing conditions thereof or modified and in a manner reasonably likely to materially adversely affect the commitments contained in ability of Parent to consummate of the Financing Letter have transactions contemplated by this Purchase Agreement without the prior written consent of Seller, which consent shall not been withdrawn be unreasonably withheld or rescinded in any respectdelayed. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of If at any time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time termination of this Purchase Agreement the financing contemplated hereunder for by the ClosingCommitment Letter is no longer available to Parent, except that no representation or warranty is being made Parent agrees to use its commercially reasonable efforts to arrange alternative financing on terms which in Parent's judgment are at least as favorable to whether any Parent as those contemplated by the Commitment Letter to enable Parent and Buyer to consummate the transactions contemplated by this Purchase Agreement and the Collateral Documents. (c) Seller shall use its commercially reasonable efforts and cooperate with Buyer and its agents and representatives in connection with the financing contemplated by the Commitment Letter or, as applicable, alternative financing arrangements, including providing reasonable access to the Purchased Assets, Business Records, officers, directors, employees agents and other representatives of Seller’s representations , and using commercially reasonable efforts to cause its officers, directors, employees, agents, legal advisors, auditors and other representatives to assist and cooperate with the preparation of a standard confidential memorandum and participate in and cooperate with the marketing of any loan syndication and any meetings with rating agencies and prospective lenders; provided that Parent shall reimburse Seller for any out-of-pocket expenses incurred by Seller in connection with providing such cooperation or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementassistance.

Financing. (a) Buyer Parent has delivered to Seller (i) the Company a true, complete and correct and complete copies copy of the executed commitment letterCommitment Letter. The Commitment Letter has not been amended or modified prior to the date of this Agreement and, dated as of the date hereof, between The Laclede Groupthe commitments contained in the Commitment Letter have not been withdrawn, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC terminated or rescinded in any respect. Except for fee letters (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 “FinancingFee Letters”) and (ii) true and correct (subject engagement letters relating to the redactions noted therein) Commitment Letter, complete copies of which have been provided to the executed Company with only fee letteramounts and certain economic terms (none of which would adversely affect the amount (other than in respect of upfront fees) or availability of the Financing if so exercised by the Financing Sources party thereto) redacted, dated as of the date hereof, between Buyerthere are no other agreements, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (side letters or arrangements to which Parent is a party relating to the “Fee Letter”) related to Commitment Letter that could affect the availability of 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 constitutes the legally valid and binding obligation of Parent, and, to the knowledge of Parent, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity (regardless of whether enforcement is sought in equity or at Law)). As of the date hereof, the Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Parent is not in breach of any of the validterms or conditions set forth in the Commitment Letter, binding and enforceable obligation assuming the accuracy of The Laclede Groupthe representations and warranties set forth in Article III and performance by the Company of its obligations under this Agreement, Inc. andas of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the knowledge date hereof, no Financing Source has notified Parent of Buyer, its intention to terminate the other parties Commitment Letter or not to provide the Financing LetterFinancing. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingFinancing (including any “flex” provisions), other than as expressly set forth in the Financing Commitment Letter and the Fee LetterLetters. As Parent and Sub will have as of the date hereofEffective Time, no event has occurred sufficient cash available, directly or circumstance exists whichthrough one or more Affiliates, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach pay the aggregate Merger Consideration and Convertible Notes Consideration and all related fees and expenses 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 terms 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. Parent and Sub’s obligations hereunder are not subject to a condition regarding Parent’s or Sub’s obtaining of funds to consummate the transactions contemplated by this Agreement.

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 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. 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 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, and ▇▇▇▇▇ Fargo Securities, LLC letter (the “Financing Commitment Letter”), ) pursuant to which the counterparties thereto have Mr. Shuipan Lin has committed, subject to the terms and conditions thereofset forth therein, to lend to Buyer invest in Parent, the amounts cash amount set forth therein (the “Financing”) and (ii) true and correct (subject in order to the redactions noted therein) copies allow Parent to make such payment of a portion of the executed fee letter, dated aggregate Per Share Merger Consideration 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 are 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 respectAgreement (“Equity Financing”). (b) As of the date hereof, the Commitment Letter has not been amended or modified, no such amendment or modification is contemplated (other than amendments or modifications that are permitted by Section 6.9), and the obligations and commitments contained in the Commitment Letter have not been withdrawn or rescinded in any respect. Assuming (i) the Equity Financing is funded in accordance with the Commitment Letter, (ii) the accuracy of the representations and warranties set forth in Section 4.2 are correct, and (iii) Parent and Merger Sub are obligated to close pursuant to Section 2.2, Parent and Merger Sub will have at and after the Closing funds sufficient to pay the aggregate Per Share Merger Consideration and any other amounts required to be paid in connection with the consummation of the Transactions contemplated by this Agreement upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The Commitment Letter is in full force and effect as of the date hereof and is the validconstitutes a legal, valid and binding and enforceable obligation of The Laclede GroupParent, Inc. and, to the knowledge of Buyer, Merger Sub and 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 Bankruptcy and the Fee LetterEquity Exception). 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 BuyerParent or Merger Sub or, or to the knowledge of BuyerParent, any other partyparties thereto, under the Financing Letter or Fee Commitment Letter. As of the date hereof, Buyer reasonably believes Parent and Merger Sub do not have any reason to believe that any of the conditions to the Equity Financing will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Closing. The Commitment Letter contains all of the conditions precedent (or, where applicable, refers to customary conditions precedent for a transaction of the nature contemplated by the Commitment Letter) to the obligations of Mr. Shuipan Lin thereunder to make the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, contracts or arrangements to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than 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 AgreementCommitment Letter.

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

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

Financing. (a) Buyer has delivered Purchaser shall use its reasonable best efforts to Seller (i) truetake, correct or cause to be taken, all actions and complete copies do, or cause to be done, all things necessary, proper and advisable to arrange and consummate the Debt Financing not later than Closing. It is expressly agreed that Purchaser may not raise consummation of the executed commitment letterDebt Financing as a bar or condition to Close. Purchaser expressly agrees that if Purchaser proceeds with any alternative financing, 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 shall be subject to the terms and conditions thereof, same obligations with respect 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 such alternative financing as set forth in this Agreement with respect to the Financing Letter and the Fee LetterDebt Financing. As Purchaser shall provide Seller prompt (but in any event, within two (2) Business Days) notice (i) upon becoming aware of the date hereofany material breach, no default, repudiation, cancellation or termination (or any 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 give rise to any material breach, default, repudiation, cancellation or breach termination) by any party of any agreements or documents (including any definitive agreements) relating to the Debt Financing; and (ii) if for any reason Purchaser reasonably expects that it will not be able to obtain, or there occurs any event or development that could reasonably be expected to materially and adversely impact the ability of Purchaser to obtain, all or any portion of the Debt Financing on the part of Buyer, or terms contemplated by the definitive documents related to the knowledge of Buyer, any other party, under the Financing Letter or Fee LetterDebt Financing. As soon as reasonably practicable, but in any event within two (2) Business Days after the date Sellers’ Representative delivers Purchaser a written request, Purchaser shall provide any information reasonably requested by Sellers’ Representative relating to any circumstance referred to in clause (i) or (ii) of the date hereofimmediately preceding sentence. In addition, Buyer Purchaser shall keep Sellers’ Representative informed on a reasonably believes that current basis and in reasonable detail of the status of its efforts to finalize the Debt Financing (or alternative financing) and to satisfy the conditions thereof and provide to Sellers’ Representative copies of all executed material definitive documents related to the Debt 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 Agreementalternative financing).

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) 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 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 (has delivered to Chart a true and complete copy of the “Financing Letter”), executed Debt Commitment Letter pursuant to which the counterparties thereto have committedwhich, and subject to the terms and conditions thereof, such Financing Sources have agreed to lend to Buyer the amounts set forth therein (for the “Financing”) purpose of funding the transactions contemplated by this Agreement and (ii) true the related fees and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, expenses. ▇▇▇▇▇ Fargo Bank▇▇▇▇▇▇ has also delivered to Chart a copy of any fee letter with any Debt Commitment Party (redacted in a customary manner to mask only the fees payable to the Debt Commitment Parties in respect of the Debt Financing, National Associationthe rates and amounts included in the “market flex” provisions and other economic terms that would not (i) reasonably be expected to adversely affect the availability of the Debt Financing or to reduce the amount thereof to be less than the amount required to comply with the representation in Section 4.06(b) relating to the Debt Commitment Letter, (ii) impose any new condition or otherwise amend, modify or expand any conditions precedent to the funding of the Debt Financing or (iii) delay or prevent the Closing Date (any such fee letter, a “Fee Letter”). (b) Assuming the Debt Financing is funded in accordance with the Debt Commitment Letter, the aggregate net proceeds from the Debt Financing, when funded in accordance with the Debt Commitment Letter, together with all other sources of cash available to the ▇▇▇▇▇ ▇▇▇▇▇▇ Parties on the Closing Date, will be sufficient for the payment of all of the obligations of the ▇▇▇▇▇ ▇▇▇▇▇▇ Parties under this Agreement and the Debt Commitment Letter, including the payment of the Merger Consideration, and all costs and expenses of the transactions contemplated hereby payable by the ▇▇▇▇▇ ▇▇▇▇▇▇ Parties in connection with the transactions contemplated by this Agreement or refinancing of indebtedness contemplated by the Debt Commitment Letter (collectively, the “Financing Uses”). (c) As of the date of this Agreement, the Debt Commitment Letter and the Fee Letters are in full force and effect and have not been withdrawn, terminated or rescinded, or amended, restated or otherwise modified or waived in any respect. The Debt Commitment Letter and the Fee Letters are each a legal, valid and binding obligation of ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ Fargo Securities, ▇▇▇▇▇▇ Holdings LLC (the “Fee LetterBorrower”) 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▇▇▇▇▇ ▇▇▇▇▇▇, each of the other parties thereto, enforceable against ▇▇▇▇▇ ▇▇▇▇▇▇ and, to the Financing Letterknowledge of ▇▇▇▇▇ ▇▇▇▇▇▇, each of the other parties thereto in accordance with its terms, subject to the Bankruptcy and Equity Exception. There As of the date of this Agreement, there are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount (or any portion) of the FinancingDebt Financing at or prior to the Closing, other than as expressly set forth in the Financing Debt Commitment Letter and as in effect on the Fee Letterdate hereof. As of the date hereofof this Agreement, no event has occurred or circumstance exists whichthat, with or without notice, lapse of time or both, would constitutes, or would reasonably be expected to constitute could constitute, a breach, default or breach failure to satisfy a condition under the Debt Commitment Letter by or on the part of Buyer▇▇▇▇▇ ▇▇▇▇▇▇ or Borrower or, or to the knowledge of Buyer▇▇▇▇▇ ▇▇▇▇▇▇’▇ knowledge, any other party, party to the Debt Commitment Letter under the Financing Letter or Fee Debt Commitment Letter. As of the date hereofof this Agreement, Buyer reasonably believes that other than the conditions Fee Letters, there are no side letters or other agreements, Contracts, arrangements or understandings of any kind (written or oral) directly or indirectly related to the Debt Financing contemplated in or the Financing Letter Debt Commitment Letter. ▇▇▇▇▇ ▇▇▇▇▇▇ and the Fee Letter will ▇▇▇▇▇▇▇▇ have fully paid all commitment fees and other fees required to be satisfied, at paid on or prior to the time contemplated hereunder for date of this Agreement in connection with 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.Debt

Financing. (a) Buyer has Parent and Merger Sub have delivered to Seller (i) Company true, correct and complete copies of the executed commitment letterletters (the “Debt Commitment Letters”) from Barclays Bank PLC and Bank of America, N.A. on one hand, and GSO Capital Partners LP, on the other hand (each of the foregoing Persons, a “Lender”), each dated 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 Lenders have committed, subject to the terms and conditions thereofcontained in the Debt Commitment Letters, to lend to Buyer provide debt financing in the amounts aggregate amount set forth therein (for the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies purpose of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate consummating the transactions contemplated by this Agreement (collectively, the “Debt Financing”). As of the date of this Agreement. Neither , the Financing Letter or Fee Letter has Debt Commitment Letters have not been amended or modified and the commitments contained set forth in the Financing Letter Debt Commitment Letters have not been withdrawn or rescinded in any respect. (b) As . Each Debt Commitment Letter, in the form delivered to Company, is, as of the date of this Agreement, in full force and effect and constitutes a legal, valid and binding obligation of the Parent and Merger Sub and, to the knowledge of Parent as of the date hereof, the Financing Letter is other parties thereto. Assuming compliance by Company with its covenants and agreements hereunder and the accuracy in full force all material respects of the representations and effect and is the valid, binding and enforceable obligation warranties of The Laclede Group, Inc. and, to the knowledge of BuyerCompany set forth in Article III (for such purposes, the accuracy of such representations and warranties shall otherwise be evaluated without giving effect to any knowledge or Company Material Adverse Effect qualification or exception), the aggregate proceeds contemplated by the Debt Financing, together with other parties funds currently available to Parent and the Financing cash and cash equivalents of Company and the Company Subsidiaries will be sufficient for Parent and Merger Sub to pay the aggregate Merger Consideration set forth in Section 2.1(a), any other repayment or refinancing of indebtedness required by the Debt Commitment Letters or required as a result of the consummation of the Merger (collectively, the “Debt Payoff”) and any other amounts payable by Parent or Merger Sub at the Closing in connection with the transactions contemplated by this Agreement. (b) Except as specifically set forth in each Debt Commitment Letter. There : (i) there are no conditions precedent or other contingencies related to the funding obligations of the full Lenders to fund the Debt Financing contemplated by the Debt Commitment Letters; (ii) there are no contingencies that would permit the Lenders either to reduce the total amount of the FinancingDebt Financing contemplated by the Debt Commitment Letters or to impose any additional conditions precedent or contingency to the availability of the Debt Financing contemplated by the Debt Commitment Letters; and (iii) there are no side letters or other contracts, agreements or commitments relating to the Debt Financing other than as the Debt Commitment Letters and the fee letter between Parent and Barclays Bank PLC, Barclays Capital, Bank of America, N.A. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated. Assuming the accuracy in all material respects of Company’s representations and warranties set forth in Article III (for such purposes, the Financing Letter accuracy of such representations and the Fee Letter. As warranties shall otherwise be evaluated without giving effect to any knowledge or Company Material Adverse Effect qualification or exception), as of the date hereof, of this Agreement: (x) 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, Parent or to the knowledge of Buyer, Merger Sub under any other party, under the Financing Letter term or Fee Letter. As condition of the date hereofDebt Commitment Letters; and (y) neither Parent nor Merger Sub is aware of any fact, Buyer occurrence or condition that would reasonably believes be expected to make any of the assumptions, statements, representations or warranties in the Debt Commitment Letters inaccurate in any material respect or that would reasonably be expected to cause the commitment provided in the Debt Commitment Letters to be terminated or ineffective or any of the conditions to the Financing contemplated contained in the Financing Letter Debt Commitment Letters not to be met. Parent and the Fee Letter will be satisfied, at Merger Sub have paid any and all commitment and other fees that have been incurred and are due and payable on or prior to the time contemplated hereunder for date of this Agreement in connection with the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementDebt Commitment Letters.

Financing. (a) Buyer Parent has delivered to Seller the Company (i) true, correct and complete copies of the executed commitment letter, dated as of the date hereof, between The Laclede Groupamong Parent, Inc., ▇▇▇▇▇ Fargo Bank, National Association, Citigroup Global Markets Inc. and ▇▇▇▇▇ Fargo Securities, UBS Securities LLC (the “Financing "Commitment Letter”"), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer Parent the amounts set forth therein (such debt financing (and including, if applicable, any debt securities issued in lieu of any of any such debt financing), the “"Financing”") and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyeramong Parent, ▇▇▇▇▇ Fargo Bank, National Association, Citigroup Global Markets Inc. and ▇▇▇▇▇ Fargo Securities, UBS Securities LLC (the “"Redacted Fee Letter”") related to the Financing. At As of the Closingdate hereof, Buyer will have sufficient funds to enable it to consummate neither the transactions contemplated by this Agreement. Neither Commitment Letter nor the Financing Letter or Redacted Fee Letter has been amended or modified and the commitments contained in the Financing Commitment Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Commitment Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. Parent and, to the knowledge Knowledge of BuyerParent, the other parties to the Financing LetterCommitment Letter in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). There are no conditions precedent or other contingencies related that would, or would reasonably be expected to, reduce the full amount of the Financing contemplated by the Commitment Letter or the funding of the full amount of the Financing contemplated by the Commitment Letter or materially delay or prevent the funding of all or any portion of the Financing contemplated by the Commitment Letter, other than as set forth in, or expressly contemplated by, the Commitment Letter and the Redacted Fee Letter. As of the date hereof, neither Parent nor any of the Parent Subsidiaries has entered into any side letters or other agreements imposing conditions or other contingencies to the funding of the full amount of the Financingproceeds of the Financing contemplated by the Commitment Letter, other than as those set forth in (or expressly contemplated by) the Financing Commitment Letter and the Redacted Fee Letter. Parent has fully paid, or caused to be paid, any and all commitment fees or other fees required by the terms of the Commitment Letter and Redacted Fee Letter to be paid on or before the date of this Agreement. (c) As of the date hereof, none of Parent or Merger Sub, or to the Knowledge of Parent, any Financing Source counterparty thereto is in breach of any of its covenants or other obligations set forth in, or is in default under, the Commitment Letter. To Parent's Knowledge and assuming the Company and the Company Subsidiaries have performed their respective obligations under this Agreement, as of the date hereof, no event has occurred or circumstance exists whichcircumstances exist that, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute or result in a breach or default or breach on the part of BuyerParent or Merger Sub, or to the knowledge Knowledge of BuyerParent, any other partyFinancing Source counterparty thereto, under the Financing Commitment Letter, (ii) constitute or result in a failure to satisfy a condition precedent set forth in the Commitment Letter or Fee Letter(iii) otherwise result in any portion of the Financing contemplated by the Commitment Letter being unavailable; provided, however, that neither Parent nor Merger Sub is making any representation or warranty regarding the effect of any inaccuracy in the representations and warranties of the Company set forth herein. As of the date hereof, Buyer reasonably believes that the conditions none of Parent or Merger Sub has received any notice or other communication from any party to the Financing contemplated in Commitment Letter with respect to or is otherwise aware of (A) any breach or default on the part of Parent or Merger Sub or any other party to the Commitment Letter or (B) any intention of such party to terminate the Commitment Letter, to not provide all or any portion of the Financing or to require any additional reserves not contemplated by the Commitment Letter and the Redacted Fee Letter will or for expenses to be satisfiedpaid by Parent or any of its Affiliates on prior to or as a condition to the consummation of the Financing at Closing other than as provided in the Commitment Letter and the Redacted Fee Letter. (d) Parent expressly acknowledges and agrees that the receipt of all or any portion of the Financing is not a condition to its and/or Merger Sub's obligations to effect the Closing. Assuming the accuracy of the representations and warranties of the Company in this Agreement as of the Closing Date and the performance by the Company and the Company Subsidiaries of their obligations hereunder, at the amount of funds to be provided pursuant to the Commitment Letter, if funded in accordance with the terms therein, together with the proceeds of the Healthcare Properties Sale, if funded in accordance with the terms of the agreement for such sale, and other financial resources of Parent and Merger Sub available on or prior to the time contemplated hereunder for the of Closing, except that no representation including cash on hand and marketable securities of Parent and Merger Sub on the Closing Date, will be sufficient to consummate the Merger, the Transactions and to pay (i) the Cash Consideration, (ii) any cash in lieu of fractional Parent Common Shares pursuant to Section 3.13 and (iii) all other amounts required to be paid by Parent or warranty is being made as to whether Merger Sub in connection with the consummation of the Transactions, and any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementother related fees and expenses.

Financing. (a) Buyer has delivered received a debt financing commitment pursuant to Seller a letter agreement (itogether with the exhibits and annexes thereto, the “Debt Financing Commitment Letter”) and an equity financing commitment pursuant to a letter agreement (together with the exhibits and annexes thereto, the “Equity Commitment Letter,” and together with the Debt Financing Commitment Letter, the “Financing Commitments”). A true, correct and complete copies copy of the executed commitment letterDebt Financing Commitment Letter is attached hereto as Exhibit B. The financing contemplated by the Debt Financing Commitment Letter is hereafter referred to as the “Debt Financing.” A true, dated as correct and complete copy of the date hereof, between Equity Commitment Letter is attached hereto as Exhibit C. The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (financing contemplated by the Equity Commitment Letter is hereafter referred to as the “Equity Financing.” When funded, the Debt Financing Letter”), pursuant to which and the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies Equity Financing represent all of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it necessary to consummate the transactions contemplated by this AgreementAgreement and to pay all related fees and expenses for which Buyer will be responsible in connection with the transactions contemplated hereby. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter is Commitments are each in full force and effect and, in the forms attached, constitute a legal, valid and is the valid, binding and enforceable obligation of The Laclede Group, Inc. the Buyer and, to the knowledge of Buyer’s Knowledge, the other parties to thereto. As of the date hereof, the Financing LetterCommitments have not been withdrawn or amended or modified in any respect and Buyer does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in the Financing Commitments not being satisfied. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingDebt Financing and the Equity Financing on the terms contained in the Financing Commitments, other than as set forth in the such Financing Letter and the Fee LetterCommitments. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time time, or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, Buyer under any term or to the knowledge condition of Buyer, any other party, under the Financing Letter or Fee Letter. As Commitments, and, assuming the truth of the date hereofrepresentations and warranties of the Company contained in this Agreement and made in accordance with this Agreement and the satisfaction of the conditions specified in Section 6.2, Buyer reasonably believes that the conditions it will be able to the Financing contemplated satisfy on a timely basis any material term or condition of closing to be satisfied by it contained in the Financing Commitments. Buyer has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement and will pay any such amounts required to be paid after the date hereof. Notwithstanding anything in this Agreement to the contrary, the Debt Financing Commitment Letter and the Fee Letter will may be satisfiedamended, supplemented or superseded, in whole or in part, at or the option of Buyer after the date of this Agreement but prior to the Closing Date as and to the extent set forth in Section 5.4(i). In such event, the term “Debt Financing Commitment Letter” as used herein shall be deemed to include the Debt Financing Commitment Letter to the extent not superseded at the time contemplated hereunder for in question and the ClosingNew Debt Financing Commitments to the extent then in effect, except that no representation or warranty is being made and the term “Debt Financing” as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementused herein shall include the debt financing thereunder.

Financing. (a) Buyer has delivered to Seller (i) true, correct complete and complete fully executed copies of the executed (a) a commitment letterletter (including all exhibits, dated as of the date hereofschedules and annexes thereto, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Commitment Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (iib) true and correct (subject to the redactions noted therein) copies of the executed a fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC letter (the “Fee Letter”) related ), in each case, dated on or prior to the Financing. At date of this Agreement, between Buyer and the Closing, Buyer will have sufficient funds to enable it to consummate Financing Sources party thereto (the transactions financing contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Commitment Letter and the Fee Letter, the “Financing”) (provided that the amount of fees, flex provisions, pricing terms, pricing caps and other economic terms set forth in any fee letter may be redacted (and none of the redacted provisions affect the availability of or reduce the aggregate principal amount of the Financing under the Financing Documents)) (collectively, the Commitment Letter and the Fee Letter, the “Financing Documents”). As of the date hereof, no event has occurred assuming the funding of the Financing on the Closing Date and the satisfaction of the conditions set forth in Article VII, the proceeds of the Financing, when funded in accordance with the Financing Documents, together with other funds available to Buyer will be, in the aggregate, sufficient for Buyer to have the necessary cash resources to pay the Purchase Price and meet all of Buyer’s financial obligations under this Agreement and the other Transaction Documents (collectively, the “Required Amount”). As of the date of this Agreement and other than as disclosed in the Commitment Letter, there are no, and there are not contemplated to be, any side letters or circumstance exists whichother legally binding agreements, with contracts or without notice, lapse of time or both, would or arrangements that would reasonably be expected to constitute a default affect (i) the conditions precedent to the funding of the Financing in an amount necessary to satisfy the Required Amount or breach on (ii) any reduction in the part aggregate principal amount of the Financing below an amount necessary to satisfy the Required Amount. As of the date of this Agreement, none of the Financing Documents have been amended, restated or otherwise modified or waived, and the respective commitments contained therein have not been withdrawn, rescinded, amended, restated or otherwise modified in any material respect, in each case, by Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letterparty thereto in any respect. As of the date hereofof this Agreement, Buyer each of the Financing Documents is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and to the knowledge of Buyer, each of the other parties thereto, and enforceable against Buyer, and, to the knowledge of Buyer, each of the other parties thereto, in accordance with its terms (in each case, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Article VII (A) no event has occurred which would reasonably believes that be expected to constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or prevent any of the conditions to the Financing contemplated from being satisfied, in each case on the part of Buyer, or, to the knowledge of Buyer, any other parties thereto, under the Financing Letter Documents and (B) Buyer does not have any reason to believe that (x) any of the Fee Letter conditions to the Financing will not be satisfied, or (y) the Financing in an amount necessary to satisfy the Required Amount will not be available to Buyer at Closing. Buyer has fully paid, or caused to be fully paid, all commitment fees and other fees to the extent required to be paid on or prior to the time date of this Agreement in connection with the Financing. Notwithstanding anything in this Agreement to the contrary, Buyer acknowledges and agrees that the obtaining of the Financing is not a condition to Closing or the consummation of the Transaction. Notwithstanding anything to the contrary in this Agreement, Seller expressly agrees that a breach of this representation and warranty shall not result in a failure of a condition precedent set forth in Section 7.03 if, notwithstanding such breach, Buyer is willing and able to consummate the transactions contemplated hereunder hereby on the terms otherwise contemplated hereby on the Closing Date. . Assuming that (a) the most recent Business Financial Statements present fairly in all material respects the financial condition of the Seller as at the end of the periods covered thereby and the results of operations of the Seller for the Closingperiods covered thereby in accordance with GAAP, except and (b) the consummation of the Financing on the terms set forth in the Commitment Letter, then, immediately after giving effect to the transactions contemplated hereby, Buyer shall be, on a consolidated basis, solvent and shall: (x) be able to pay its debts as they become due; (y) own property that no representation or warranty has a present fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (z) have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of Buyer or Seller. In connection with the transactions contemplated hereby, Buyer has not incurred, nor plans to incur, debts beyond its ability to pay as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementthey become absolute and matured.

Financing. (a) Buyer The Purchaser has delivered to Seller (i) the Company true, correct correct, and complete copies of the an executed commitment letterletter among Blackstone Tactical Opportunities Fund III L.P. and the Purchaser, dated as of the date hereofhereof (together with all annexes, between The Laclede Groupschedules and exhibits (in each case, Inc.if any) thereto, ▇▇▇▇▇ Fargo Bank, National Associationthe “Equity Commitment Letter”, and ▇▇▇▇▇ Fargo Securitiesthe commitment thereunder, LLC (the “Equity Financing LetterCommitment”), pursuant ) to which the counterparties thereto have committedprovide, subject to the terms and conditions thereoftherein, to lend to Buyer cash in the amounts aggregate amount set forth therein (the “Equity Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing). At the Closing, Buyer will have The Equity Financing is in amounts sufficient funds to enable it the Purchaser to perform their obligations under this Agreement and to consummate the transactions contemplated by this Agreementhereby. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing The Equity Commitment Letter is in full force and effect and constitutes the enforceable, legal, valid and binding obligations of each of the parties thereto. The Equity Commitment Letter, including the Equity Financing Commitment thereunder, have not been withdrawn, terminated, amended, restated, replaced, supplemented or otherwise modified or waived and no such withdrawal, termination, amendment, restatement, replacement, supplement, modification or waiver is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Lettercontemplated. There are no conditions precedent side letters or other contingencies related agreements, arrangements, contracts or understandings relating to the funding Equity Commitment Letter that could affect the availability of the full amount Equity Financing, and the Purchaser does not know of any facts or circumstances that may be expected to result in any of the Financing, other than as conditions set forth in any Equity Commitment Letter not being satisfied, or the Equity Financing Letter and not being available to the Fee LetterPurchaser, at the Closing. As of the date hereof, no No event has occurred or circumstance exists whichthat, with or without notice, lapse of time or both, would would, or would reasonably be expected to to, constitute a default or breach on the part of Buyerthe Purchaser, or by any other party thereto, under any term or condition of the Equity Commitment Letter, and the Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Equity Commitment Letter. Except as expressly set forth in the Equity Commitment Letter, there are no conditions precedent related to the knowledge funding of Buyer, any other party, under the full amount of the Equity Financing Letter or Fee LetterCommitment. As of the date hereofof this Agreement, Buyer reasonably believes the Purchaser is not aware of any fact, circumstance or occurrence that makes any representation or warranty of the Purchaser included in this Agreement or the Equity Commitment Letter inaccurate. Assuming (i) the satisfaction of the conditions to in Article V hereof and (ii) the Equity Financing contemplated is funded in accordance with their respective conditions, upon funding of the Equity Financing Letter and Commitment, the Fee Letter Purchaser will be satisfied, have at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as immediately available cash funds sufficient to whether fund all of the amounts required to be provided by the Purchaser for the consummation of the transactions contemplated hereby, including the payment of the Purchase Price and any other amounts required to be paid in connection with the consummation of Sellerthe transactions contemplated hereby, including all related fees and expenses, and are sufficient for the satisfaction of all of the Purchaser’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in obligations under this Agreement, as applicable.

Financing. ‌ Parent has, or shall have at the Closing and at the Effective Time, sufficient funds available to permit Parent and Merger Sub to perform all of its obligations under this Agreement and to consummate all of the transactions contemplated hereby. Parent has received executed commitment letters (the "Commitment Letters") from Deutsche Bank Trust Company Americas, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., CIBC Inc, and from Deutsche Bank Securities Inc., CIBC World Markets Corp., collectively "Lenders," pursuant to which Lenders have committed to provide Parent, Merger Sub and certain existing or future subsidiaries of the Parent with a credit facility and notes in an aggregate amount necessary to consummate the transactions contemplated hereby (the "Financing"). The Financing is adequate to pay in full in cash (a) Buyer the aggregate Merger Consideration and the aggregate Option Cancellation Payment (in each case in accordance with the terms of this Agreement), (b) all fees and expenses of Parent and Merger Sub associated with the transactions contemplated hereby and (c) any other payments necessary to consummate the transactions contemplated hereby, and to refinance the existing indebtedness of the Company disclosed in the Disclosure Schedules. Parent has delivered to Seller (i) a true, correct and complete copies copy of the executed commitment letterCommitment Letters to the Company prior to the date hereof. The Commitment Letters, dated in the form so delivered, are valid and 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 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 . None of the executed fee letterCommitment Letters has been amended, dated supplemented or otherwise modified as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Associationof this 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 Letter Commitment Letters have not been withdrawn or rescinded in any respect. (b) As . Except for the payment of the date hereofcustomary fees, 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 set forth in or contemplated by the Commitment Letters. Neither Parent nor ▇▇▇▇▇▇ Sub has reason to believe that the conditions to the Financing Letter and contemplated by the Fee Letter. As Commitment Letters will not be satisfied or that any portion of the date hereof, no Financing to be made thereunder will not otherwise be made available to Parent or Merger Sub on the Closing Date. No event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, Parent under the Financing Letter Commitment Letters. Parent 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, Buyer reasonably believes that hereof and shall in the conditions future pay any such fees as they become due. Parent will provide to the Financing contemplated Company any amendments to the Commitment Letters or any notices from the other parties thereto related to proposed material changes in the Financing Letter and terms or conditions in the Fee Letter will be satisfiedCommitment Letters, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether promptly as possible (but in any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementevent within twenty-four (24) hours).

Financing. (a) Buyer The Investor has delivered to Seller (i) true, correct received and complete copies of the accepted an executed commitment letter, letter dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC hereof (the “Financing Equity Commitment Letter”) from Brookfield Capital Partners IV L.P., Brookfield Capital Partners IV (ER) L.P., Brookfield Capital Partners IV (CR), L.P. and Brookfield BBP Holdings Canada Inc. (collectively, the “Sponsors”) pursuant to which the counterparties thereto Sponsors have committedagreed, subject to the terms and conditions thereof, to lend to Buyer invest in Investor the amounts set forth therein (therein. The Equity Commitment Letter provides that the Company is a third-party beneficiary thereof entitled to specific performance of each party’s obligations thereunder, subject to the terms herein and therein. The cash equity committed pursuant to the Equity Commitment Letter is referred to in this Agreement as the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as . As of the date hereof, between Buyerthe Investor has delivered to the Company a true, ▇▇▇▇▇ Fargo Bankcomplete and correct copy of the executed Equity Commitment Letter. (b) Except as expressly set forth in the Equity Commitment Letter, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (there are no conditions precedent to the “Fee Letter”) related obligations of the Sponsors to provide the Financing or any contingencies that would permit the Sponsors to reduce the total amount of the Financing. Investor does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Equity Commitment Letter on the Closing Date, nor does Investor have knowledge that the Sponsors will not perform its obligations thereunder. (c) At the Closing, Buyer the net proceeds of the Financing, when funded in accordance with the terms and conditions of the Equity Commitment Letter, will have provide the Investor with cash proceeds on the Closing Date sufficient funds to enable it pay the Purchase Price and to consummate pay the transactions contemplated by this Agreement. Neither cash consideration in exchange for the Financing Letter or Fee Letter has been amended or modified Amended and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respectRestated Promissory Note. (bd) As of the date hereof, the Financing Equity Commitment Letter is valid and in full force and effect and is constitutes the valid, valid and binding and enforceable obligation of The Laclede Groupthe Sponsors, 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 enforceable in the Financing Letter and the Fee Letteraccordance with its terms. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, notice or lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or either party to the knowledge Equity Commitment Letter or a breach or a failure to satisfy a condition precedent on the part of Buyer, any other party, Investor under the Financing Letter terms and conditions of the Equity Commitment Letter. There are no fees required to be paid by or Fee on behalf of Investor pursuant to the terms of the Equity Commitment Letter. As of the date hereof, Buyer reasonably believes the Equity Commitment Letter has not been modified, amended or altered and the commitments under the Equity Commitment Letter have not been withdrawn or rescinded in any respect. (e) The Investor acknowledges that its obligation to consummate the conditions Transactions is not and will not be subject to the Financing contemplated in receipt by the Financing Letter and Investor or any of its Affiliates of, or the Fee Letter will be satisfiedavailability of, at any funds or prior to the time contemplated hereunder financing (including, for the Closingavoidance of doubt, 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 Agreementthe Financing).

Financing. (a) Buyer has delivered to Seller (i) true, correct and complete copies of the Acquisition Sub have received an executed commitment letter and a redacted fee letter, dated attached hereto as of Exhibit C, from 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 committedparties identified therein committing, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (including in the term sheets and attachments thereto), to provide $235,000,000 in the aggregate of debt financing to such Persons (such commitment letter, together with all term sheets and other attachments thereto that are attached hereto, the “Commitment Letter,” and the debt financing committed pursuant to the Commitment Letter, the “Financing”) and (ii) true and correct (). At the Closing, subject to the redactions noted therein) copies terms and conditions of the Commitment Letter and this Agreement, Acquisition Sub will have, or the funding under the Commitment Letter will provide, sufficient currently-available cash on hand to consummate the Transactions and satisfy all of their obligations under this Agreement, including, without limitation, pay the Closing Consideration. The obligation to fund the commitment under the Commitment Letter is not subject to any condition other than the conditions set forth in the Commitment Letter. The Commitment Letter has been duly executed fee letterby Buyer and Acquisition Sub and, dated to the knowledge of Buyer, each other Person party thereto, and the Commitment Letter is Enforceable. Except as set forth in the Commitment Letter, there are no unpaid fees, expense reimbursement obligations or other amounts that are required to be paid by Buyer or Acquisition Sub prior to the Closing under or in respect of the Commitment Letter. As of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Commitment Letter has not been amended or modified modified, no such amendment or modification is presently contemplated, and the respective obligations and commitments contained in the Financing Letter such letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter respect and no such withdrawal 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 Letterpresently contemplated. 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 event of default or Breach on the part of BuyerBuyer or Acquisition Sub under the Commitment Letter, or (to the knowledge or Buyer or Acquisition Sub) on the part of Buyer, any other party, party under the Financing Letter or Fee Commitment Letter. As of the date hereofof this Agreement, neither Buyer reasonably believes nor Acquisition Sub has any reason to believe that any of the conditions to the Financing contemplated in will not be satisfied or that the full amount of the Financing Letter and will not be available to Buyer or Acquisition Sub on the Fee Letter will be satisfiedClosing Date; provided, at or prior to in each case, the time contemplated hereunder for the Closing, except that no Buyer is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III, or compliance by the Company with their obligations hereunder. There are no side letters or other agreements, Contracts or arrangements to which Buyer or Acquisition Sub is being made as a party related to whether any the funding of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained the commitment amounts set forth in this Agreementthe Commitment Letter, other than the Commitment Letter.

Financing. (a) Buyer Concurrently with the execution of this Agreement, Parent has delivered to Seller the Company a true and correct copy of a fully executed debt commitment letter (ias amended from time to time after the date hereof in compliance with Section 5.14, the “Debt Commitment Letter”) trueproviding the terms and conditions upon which JPMorgan Chase Bank, correct and complete copies of the executed commitment letter, dated N.A. (together with any other person that becomes party to such letter as of an arranger or a lender after the date hereof, between The Laclede Groupcollectively, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC the “Lenders”) have committed to provide the full amount of financing described therein (the “Financing LetterDebt Financing”). As of the date of this Agreement, pursuant the Debt Commitment Letter is a legal, valid and binding obligation of Parent and, to which the counterparties thereto have committedKnowledge of Parent, the other parties thereto, enforceable in accordance with its terms, subject to the terms Bankruptcy 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 FinancingEquity 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 hereofof this Agreement, the Financing Debt Commitment Letter is in full force and effect effect, and the Debt Commitment Letter has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect and no waiver has been granted thereunder, no such amendment, supplement, waiver or modification is the validcontemplated except as expressly set forth therein, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge Knowledge of BuyerParent, no withdrawal or rescission thereof is contemplated (it being understood that the other parties exercise of “market flex” provisions under the Fee Letter (as defined below) shall not be deemed an amendment, supplement, waiver or modification). The obligations to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of fund the full amount of the Financing, commitments under the Debt Commitment Letter are not subject to any conditions or contingencies other than as set forth in the Financing Debt Commitment Letter and delivered to the Fee LetterCompany on the date hereof. As of the date hereof, assuming the satisfaction of the conditions precedent set forth in Section 6.01 and Section 6.02, there is no event has occurred fact or circumstance exists whichoccurrence existing as of the date of this Agreement that makes any of the assumptions or statements set forth in the Debt Commitment Letter inaccurate in any material respect or that causes the Debt Commitment Letter to be ineffective with respect to Parent, with or without notice, lapse of time or both, would or would that in each case could reasonably be expected to constitute a default material breach by Parent under the terms and conditions of the Debt Commitment Letter, that precludes or breach is reasonably likely to preclude the satisfaction of the conditions set forth in the Debt Commitment Letter or that, subject to the consummation of any Other Financing Arrangement (as defined in Section 5.14), could otherwise result in the Debt Financing not being available at or prior to the time that the Closing is required to occur pursuant to the terms of this Agreement. All commitment and other fees required to be paid under the Debt Commitment Letter on or prior to the date hereof have been paid. As of the date of this Agreement, Parent has provided the Company with a complete copy of all fee letters (collectively, the “Fee Letter”) relating to the Debt Commitment Letter, subject to redactions solely of fee amounts and economic and other commercially sensitive terms, none of which redacted provisions could reasonably be expected to affect the conditionality, enforceability, availability or aggregate principal amount of the Debt Financing. (b) Concurrently with the execution of this Agreement, Parent has delivered to the Company a true and correct copy of a fully executed equity commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Commitment Letters”) providing the terms and conditions upon which the counterparty thereto (the “Equity Investor”) has committed to provide the full amount of financing described therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). As of the date of this Agreement, the Equity Commitment Letter is a legal, valid and binding obligation of Parent and the Equity Investor, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, the Equity Commitment Letter is in full force and effect, and the Equity Commitment Letter has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect and no waiver has been granted thereunder, no such amendment, supplement, waiver or modification is contemplated except as expressly set forth therein, and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. The obligation to fund the full amount of the commitment under the Equity Commitment Letter is not subject to any conditions or contingencies other than as set forth in the Equity Commitment Letter delivered to the Company on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letterdate hereof. As of the date hereof, Buyer reasonably believes that assuming the satisfaction of the conditions to precedent set forth in Section 6.01 and Section 6.02, there is no fact or occurrence existing as of the Financing contemplated date of this Agreement that makes any of the assumptions or statements set forth in the Equity Commitment Letter inaccurate in any material respect or that causes the Equity Commitment Letter to be ineffective with respect to Parent, that could reasonably be expected to constitute a material breach by Parent under the terms and conditions of the Equity Commitment Letter, that precludes or is reasonably likely to preclude the satisfaction of the conditions set forth in the Equity Commitment Letter or that could otherwise result in the Equity Financing Letter and the Fee Letter will be satisfied, not being available on a timely basis at or prior to the time contemplated hereunder for that the ClosingClosing is required to occur pursuant to the terms of this Agreement. All commitment and other fees required to be paid under the Equity Commitment Letter on or prior to the date hereof have been paid. (c) Subject to its terms and conditions, except the Financing, when funded in accordance with the Commitment Letters as in effect on the date hereof, together with the proceeds of any Other Financing Arrangements, will provide Parent with sufficient funds to pay the aggregate amount of Merger Consideration required to be paid in cash, cash consideration payable to holders of Company Awards pursuant to Section 2.03 and any other amount required to be paid in cash in connection with the consummation of the Transactions, including any obligations of the Surviving Company or its Subsidiaries that become due or payable by the Surviving Company or its Subsidiaries in connection with, or as a result of, the Merger, and to pay all related fees and expenses of Parent and Merger Sub (such amount, the “Required Cash Amount”). (d) For the avoidance of doubt, in no representation event shall the receipt or warranty is being made as availability of any funds or Financing by or to whether Parent or any Affiliate of Parent be a condition to any of SellerParent’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementMerger Sub’s obligations hereunder.

Financing. Parent has, or shall have at the Closing and at the Effective Time, sufficient funds available to permit Parent and Merger Sub to perform all of its obligations under this Agreement and to consummate all of the transactions contemplated hereby. Parent has received executed commitment letters (the “Commitment Letters”) from Deutsche Bank Trust Company Americas, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., CIBC Inc, and from Deutsche Bank Securities Inc., CIBC World Markets Corp., collectively “Lenders,” pursuant to which Lenders have committed to provide Parent, Merger Sub and certain existing or future subsidiaries of the Parent with a credit facility and notes in an aggregate amount necessary to consummate the transactions contemplated hereby (the “Financing”). The Financing is adequate to pay in full in cash (a) Buyer the aggregate Merger Consideration and the aggregate Option Cancellation Payment (in each case in accordance with the terms of this Agreement), (b) all fees and expenses of Parent and Merger Sub associated with the transactions contemplated hereby and (c) any other payments necessary to consummate the transactions contemplated hereby, and to refinance the existing indebtedness of the Company disclosed in the Disclosure Schedules. Parent has delivered to Seller (i) a true, correct and complete copies copy of the executed commitment letterCommitment Letters to the Company prior to the date hereof. The Commitment Letters, dated in the form so delivered, are valid and 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 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 . None of the executed fee letterCommitment Letters has been amended, dated supplemented or otherwise modified as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Associationof this 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 Letter Commitment Letters have not been withdrawn or rescinded in any respect. (b) As . Except for the payment of the date hereofcustomary fees, 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 set forth in or contemplated by the Commitment Letters. Neither Parent nor Merger Sub has reason to believe that the conditions to the Financing Letter and contemplated by the Fee Letter. As Commitment Letters will not be satisfied or that any portion of the date hereof, no Financing to be made thereunder will not otherwise be made available to Parent or Merger Sub on the Closing Date. No event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, Parent under the Financing Letter Commitment Letters. Parent 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, Buyer reasonably believes that hereof and shall in the conditions future pay any such fees as they become due. Parent will provide to the Financing contemplated Company any amendments to the Commitment Letters or any notices from the other parties thereto related to proposed material changes in the Financing Letter and terms or conditions in the Fee Letter will be satisfiedCommitment Letters, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether promptly as possible (but in any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementevent within twenty-four (24) hours).

Financing. (a) Buyer Parent has delivered to Seller (i) true, correct the Company true and complete copies of the (a) executed commitment letter, dated as letters from each of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant Guarantors addressed to which the counterparties thereto have committed, subject Parent to the terms and conditions thereof, to lend to Buyer the provide equity financing in an aggregate amounts set forth therein (the “"Equity Commitment Letters"), (the "Equity Financing”") and (iib) true and correct (subject to the redactions noted therein) copies executed commitment letters as set forth in Section 4.07 of the executed fee letterParent Disclosure Letter, dated (collectively, the "Debt Commitment Letters") (collectively, the "Debt Financing," and together with the Equity Financing being collectively referred to as the "Financing"). None of the date hereofEquity Commitment Letters or Debt Commitment Letters (collectively, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”"Financing Commitments" ) 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 except as permitted by this Agreement, and the respective commitments contained in the Financing Letter Equity Commitment Letters and, to the knowledge of Parent as of the date of this Agreement, the Debt 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. Equity Commitment Letters and, to the knowledge of BuyerParent as of the date of this Agreement, the other parties to the Financing LetterDebt Commitment Letters are in full force and effect. 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 Commitments and the Fee Letterability of the Parent's financing sources to exercise their market flex. The aggregate proceeds contemplated by the Financing Commitments will be sufficient for Parent and/or Merger Sub to pay the aggregate Merger Consideration and any other repayment or refinancing of debt contemplated by the Debt Commitment Letters and to pay all related fees and expenses. As of the date hereofof this Agreement, and assuming the accuracy of the representations and warranties of the Company set forth in this Agreement, to Parent's knowledge, all of the conditions to the Financing are capable of being satisfied on the Closing Date. As of the date of this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerParent or Merger Sub under any term or condition of the Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due and payable in connection with the Financing Commitments, or to the knowledge of Buyer, any and Parent will pay when due all other party, commitment fees arising 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 Debt Commitment Letters as 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 Agreementwhen they become payable.

Financing. (a) Buyer Parent has delivered to Seller (i) true, correct the Company true and complete copies of the (a) executed commitment letter, dated as letters from each of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant Guarantors addressed to which the counterparties thereto have committed, subject Parent to the terms and conditions thereof, to lend to Buyer the provide equity financing in an aggregate amounts set forth therein (the “Equity Commitment Letters”), (the “Equity Financing”) and (iib) true and correct (subject to the redactions noted therein) copies executed commitment letters as set forth in Section 4.07 of the executed fee letterParent Disclosure Letter, dated (collectively, the “Debt Commitment Letters”) (collectively, the “Debt Financing,” and together with the Equity Financing being collectively referred to as the “Financing”). None of the date hereofEquity Commitment Letters or Debt Commitment Letters (collectively, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee LetterFinancing Commitments”) 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 except as permitted by this Agreement, and the respective commitments contained in the Financing Letter Equity Commitment Letters and, to the knowledge of Parent as of the date of this Agreement, the Debt 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. Equity Commitment Letters and, to the knowledge of BuyerParent as of the date of this Agreement, the other parties to the Financing LetterDebt Commitment Letters are in full force and effect. 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 Commitments and the Fee Letterability of the Parent's financing sources to exercise their market flex. The aggregate proceeds contemplated by the Financing Commitments will be sufficient for Parent and/or Merger Sub to pay the aggregate Merger Consideration and any other repayment or refinancing of debt contemplated by the Debt Commitment Letters and to pay all related fees and expenses. As of the date hereofof this Agreement, and assuming the accuracy of the representations and warranties of the Company set forth in this Agreement, to Parent’s knowledge, all of the conditions to the Financing are capable of being satisfied on the Closing Date. As of the date of this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of BuyerParent or Merger Sub under any term or condition of the Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due and payable in connection with the Financing Commitments, or to the knowledge of Buyer, any and Parent will pay when due all other party, commitment fees arising 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 Debt Commitment Letters as 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 Agreementwhen they become payable.

Financing. (a) Buyer Parent has delivered to Seller (i) true, correct the Company a true and complete copies copy of the executed commitment Commitment Letter (with respect to each related fee letter, dated redacted for provisions related to fees, “flex” terms and other economic terms; provided that none of the redacted provisions could adversely affect the TABLE OF CONTENTS​​​​ conditionality, availability or amount of the Financing (other than, with respect to the amount of the Financing, as a result of original issue discount resulting from the application of any pricing “flex”)). The Commitment Letter has not been amended or modified prior to the date hereof and, 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 Commitment Letter have not been withdrawn withdrawn, reduced, terminated or rescinded in any respect. (b) . Assuming the accuracy in all material respects of the representations and warranties of the Company set forth in this Agreement and the performance in all material respects by the Company of its obligations hereunder, at the Closing, the aggregate proceeds to be disbursed pursuant to the Financing, together with available cash of Parent, will be sufficient to pay the aggregate Cash Consideration, and any other amounts required to be paid hereunder in connection with the consummation of the transactions contemplated hereby and related fees and expenses. As of the date hereof, there are no side letters or other agreements, contracts or arrangements related to the funding (including the availability of the funding) of the Financing other than as expressly set forth in the Commitment Letter. Parent has fully paid or caused to be paid any and all commitment fees and any other fees required by the Commitment Letter to be paid on or prior to the date hereof. As of the date of this Agreement, 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, to the knowledge of BuyerParent, the other parties thereto, enforceable in accordance with its terms (subject to the Financing Letter. There are no Enforceability Exceptions), and is not subject to any conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as Financing that are not set forth in the Financing Commitment Letter provided to the Company. Assuming the accuracy in all material respects of the representations and warranties of the Company set forth in this Agreement and the Fee Letter. As performance by the Company in all material respects of its obligations hereunder, as of the date hereofof this Agreement, (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 default or breach on the part of BuyerParent, or to the knowledge of BuyerParent, any other party, under the Financing Commitment Letter or Fee Letter. As of the date hereof, Buyer and (ii) Parent reasonably believes that the conditions to the Financing contemplated in the Financing Commitment Letter and the Fee Letter to be satisfied by Parent will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement.

Financing. (a) Buyer has delivered to Seller (i) trueTrue, correct and complete copies of the executed debt commitment letterletter dated August 18, dated as of the date hereof, between The Laclede Group, Inc., 2005 from ▇▇▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo SecuritiesCapital, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies a division of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo SecuritiesBusiness Financial Services Inc., and the supplemental letter related thereto from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital dated August 31, 2005 (collectively, the “Debt Commitment Letter”) and the equity commitment letter dated August 31, 2005 from the Guarantors and Infinity Associates LLC (the “Fee Equity Commitment Letter,” and with the Debt Commitment Letter, the “Commitment Letters”) related ), have previously been provided to the FinancingCompany, all of which are in full force and effect. At The aggregate proceeds contemplated by the ClosingCommitment Letters, Buyer if and when funded in accordance with the Commitment Letters, together with the available cash of the Company, will have be sufficient funds for Merger Sub and the Surviving Corporation to enable it pay the aggregate Merger Consideration, the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letters, all payments required under Section 5.5 hereof and the fees and expenses incurred in connection with the transactions contemplated hereby. The obligation of the financing sources to fund the commitments under the Debt Commitment Letter is not subject to any conditions other than as set forth in or contemplated by the Debt Commitment Letter. The obligation of the financing sources to fund under the Equity Commitment Letter is not subject to any conditions other than as set forth in the Equity Commitment Letter and conditions customary for transactions of this nature. As of the date of this Agreement, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Equity Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letters not being satisfied to the extent such conditions can be satisfied by, or are under the control of, Parent or Merger Sub or (ii) the funding contemplated in the Commitment Letters not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement.

Financing. Giant has entered into a commitment letter with G▇▇▇▇▇▇ Sachs Credit Partners L.P., JPMorgan Chase Bank, N.A. and J.▇. ▇▇▇▇▇▇ Securities Inc., and Bank of America, N.A. and Banc of America Securities LLC (athe “Commitment Letter”) Buyer pursuant to which the lenders party thereto have committed to provide Giant senior secured debt financing for purposes of refinancing the outstanding Indebtedness of BCH and a substantial portion of the outstanding Indebtedness of Giant in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses (the “Financing”). Giant has delivered to Seller (i) true, correct and complete copies of the executed commitment letterCommitment Letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant hereof 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 LetterBCH. There are no conditions precedent or other contingencies related to obtaining the funding of financing contemplated by the full amount of the Financing, Commitment Letter other than as expressly set forth therein. The Commitment Letter, in the Financing form so delivered, is in full force and effect and, as of the date of this Agreement, has not been amended or terminated in any manner. Giant has taken all other actions required to cause the Commitment Letter to be effective, and the Fee LetterCommitment Letter is a valid and binding commitment of Giant and, to the knowledge of Giant, the financing sources party thereto. 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, Giant under any term or to condition of the knowledge of Buyer, any other party, under the Financing Letter or Fee Commitment Letter. As Giant is not aware of any fact, occurrence or condition that makes any of the date hereofassumptions, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfiedstatements, 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 therein inaccurate in any material respect or correct that would reasonably be expected to cause the commitment provided in the Commitment Letter to be terminated or whether Seller has complied with its covenants ineffective or any of the conditions contained in this Agreementtherein not to be met.

Financing. (a) Concurrently with the execution of this Agreement, Buyer has delivered to Seller (i) the Company a true, correct and complete copies copy of the a fully executed debt commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, letter and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend term sheet addressed to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the each fully executed fee letterletter (collectively, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) associated therewith (provided, that provisions in the Fee Letter related solely to the amount of fees agreed to by the parties may be redacted), dated on or about the date hereof (such commitment letter(s), including all exhibits, schedules, annexes, supplements and amendments thereto and each such fee letter and term sheet, collectively, the “Debt Commitment Letter”), from [redacted] (the “Debt Financing Source”) providing all of the terms and conditions upon which the Debt Financing Source has committed to provide [redacted] (the “Debt Financing Proceeds”) of debt financing (the “Debt Financing”) for the Contemplated Transactions on the terms and conditions set out in the Debt Commitment Letter. At The Debt Commitment Letter is, as to Buyer and the Closingother parties thereto, Buyer will have sufficient funds to enable it to consummate the transactions enforceable against such Persons in accordance with their terms. The commitments and agreements contemplated by this Agreement. Neither the Financing Debt Commitment Letter or Fee Letter has been amended or modified are 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 validhave not been withdrawn, binding terminated or otherwise amended or modified in any material respect, 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 or would reasonably be expected to constitute a default or breach on under the part Debt Commitment Letter. The Debt Commitment Letter (together with the Fee Letter) constitute the entire and complete agreement among the parties thereto with respect to the transactions contemplated thereby and the financing for the Contemplated Transaction, and, except as expressly set forth in the Debt Commitment Letter, (i) there are no conditions precedent to the obligations of Buyerthe Debt Financing Source to provide the Debt Financing, and (ii) there are no contractual contingencies or other provisions under any agreement (including any side letters) relating to the Contemplated Transactions that would permit the Debt Financing Source to reduce, restrict or limit the total amount of the Debt Financing or impose any different or additional conditions precedent to, or otherwise restrict or limit, the availability of all or any portion of the Debt Financing or otherwise adversely affect the ability of Buyer to consummate the knowledge Contemplated Transactions on a timely basis. Buyer has fully paid any and all commitment or similar fees, if any, or other fees required by the Debt Commitment Letter and/or the Fee Letter to be paid as of Buyer, any other party, under the Financing Letter or Fee Letterdate hereof. As of the date hereof, Buyer reasonably believes does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied on a timely basis or that the full amount of the funding contemplated in the Debt Financing Letter will not be made available to Buyer on a timely basis in order to consummate the Contemplated Transactions. The Debt Financing, together with cash-on-hand and draw-down availabilities under FirstService's existing credit facilities, is sufficient to (x) pay the Aggregate Consideration Amount, Closing Indebtedness, Seller Transaction Expenses, all other amounts to be paid or repaid by Buyer under this Agreement (whether payable on or after the Closing), and all of Buyer’s and its Affiliates’ fees and expenses associated with the Contemplated Transactions and the Fee Letter will be satisfied, at or prior to Debt Financing in accordance with the time contemplated hereunder terms hereof; and (y) provide for the Closingworking capital needs of the Group Companies following the consummation of the Contemplated Transactions. The obligations of Buyer under this Agreement are not subject to any conditions regarding Buyer’s, except that no representation its Affiliates’ or warranty is being made as any other Person’s (including, for the avoidance of doubt, the Company’s or any Subsidiary of the Company’s) ability to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreementobtain the Debt Financing.

Financing. (a) Buyer Parent has delivered to Seller (i) true, correct the Company a true and complete copies copy of the a fully executed equity commitment letter, letter dated as of the date hereof, between The Laclede Grouptogether with all schedules, Inc.exhibits, ▇▇▇▇▇ Fargo Bank, National Association, annexes and ▇▇▇▇▇ Fargo Securities, LLC term sheets attached thereto (the “Financing Equity Commitment Letter”), pursuant from the Guarantor to which the counterparties thereto have committedParent and Merger Sub providing for an equity investment in Parent, subject to the terms and conditions thereoftherein, to lend to Buyer in the amounts aggregate amount set forth therein (the “Equity Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as ). As of the date hereofof this Agreement, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related Equity Commitment Letter in the form 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 Company has not been amended or modified modified, no such amendment or modification is contemplated and none of the obligations and commitments contained in the Financing such Equity Commitment Letter have not been withdrawn withdrawn, terminated or rescinded in any respectrespect and no such withdrawal, termination or rescission is contemplated. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letter and the accuracy of the representations and warranties set forth in Section 3.02(a) and compliance by the Company with Section 5.01(b)(i), the net proceeds contemplated by the Equity Commitment Letter will in the aggregate be sufficient for Parent and Merger Sub to pay the aggregate Merger Consideration and any other amount required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions. (b) As of the date hereof, the Financing The Equity Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge Parent and each of Buyer, the other parties thereto, except as enforcement may be limited by and 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 Bankruptcy and the Fee LetterEquity 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, or any party to the knowledge of Buyer, any other party, under the Financing Equity Commitment Letter or Fee otherwise result in any portion of the Equity Financing contemplated hereby being unavailable or delayed. As of the date of this Agreement, and assuming the satisfaction of (i) the conditions set forth in Article VI and the performance by the Company of its obligations under this Agreement and (ii) the conditions precedent or other contingencies related to the obligations of the Guarantor to fund the full amount of the Equity Financing set forth in the Equity Commitment Letter, Parent does not have any reason to believe that any party to the Equity Commitment Letter will be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it, that the conditions to the Equity Financing in the Equity Commitment Letter will not otherwise be satisfied or that the full amount of the Equity Financing will not be available on the Closing Date. The only conditions precedent or other contingencies related to the obligations of the Guarantor to fund the full amount of the Equity Financing are those expressly set forth in the Equity Commitment Letter. As of the date hereofof this Agreement, Buyer reasonably believes that the conditions there are no side letters or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) or commitments to enter into side letters or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) to which Parent or any of its Affiliates is a party related to the Equity Financing contemplated other than as expressly contained in the Financing Equity Commitment Letter and delivered to the Fee Letter will be satisfied, at or Company prior to the time contemplated hereunder for date of this Agreement. For the Closingavoidance of doubt, except that in no representation event shall the receipt or warranty is being made as availability of any funds or financing by or to whether Parent or any Affiliate of Parent be a condition to any of SellerParent’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this AgreementMerger Sub’s obligations hereunder.

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 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 the amounts set forth therein $500,000,000 in senior secured debt financing (the “"Debt Financing”) "). True, accurate and (ii) true and correct (subject to the redactions noted therein) complete copies of the executed fee letterDebt Commitment Letter, dated as in effect on the date of this Agreement, have been furnished to the Investors. The proceeds to Parent from the issuance and sale of the Convertible Shares to the Investors pursuant to this Agreement together with the financing contemplated by the Debt Commitment Letter (collectively, the "Financing") is sufficient for Parent to consummate the Transactions on the Closing Date and pay the initial merger consideration under the Merger Agreement and all related fees and expenses thereunder and hereunder. As of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (A) the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Debt Commitment Letter has not been amended or modified modified, and (B) the financing commitments contained in the Financing Debt Commitment Letter have not been withdrawn or rescinded in any respect. (b) As of . The Debt Commitment Letter, in the date hereofform so delivered, the Financing Letter is in full force and effect and is the valida legal, valid and binding and enforceable obligation of The Laclede Group, Inc. Parent and, to the knowledge Knowledge of BuyerParent, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letterthereto. As of the date hereofhereof and assuming the accuracy of all representations and warranties of MemberHealth in the Merger Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, Parent under any term or to condition of the knowledge of Buyer, any other party, under the Financing Letter or Fee Debt Commitment Letter. As of the date hereof, Buyer reasonably believes that hereof and assuming the conditions to the Financing contemplated accuracy of all representations and warranties of MemberHealth in the Financing Letter Merger Agreement and compliance by MemberHealth with its agreements in the Fee Letter Merger Agreement, Parent has no reason to believe that it will be satisfied, at unable to satisfy on a timely basis any term or prior condition of closing to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants be satisfied by it contained in this Agreementthe Debt Commitment Letter. Parent has fully paid, or caused to be fully paid, any and all commitment and other fees required by the terms of the Debt Commitment Letter to be paid on or before the date hereof.

Financing. (a) Buyer Parent has delivered to Seller (i) the Company true, correct and complete copies of the executed commitment letterletters from Bank of America, dated as of the date hereof, between The Laclede Group, Inc.N.A., ▇▇▇▇▇▇▇ Fargo BankLynch, National AssociationPierce, and ▇▇▇▇▇▇ Fargo Securities& ▇▇▇▇▇ Incorporated, LLC Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc., together with any related fee letter, engagement letter or other agreement, with only the fee amounts redacted (collectively, the “Financing LetterDebt Commitment Letters”), pursuant to which the counterparties thereto have committedwhich, and subject to the terms and conditions thereof, the lender parties thereto have committed to lend the amounts set forth therein to Buyer Parent and/or Acquisition Sub for the purpose of funding the Transactions (the “Debt Financing”), and (ii) the executed equity commitment letter, dated as of the date of this Agreement (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from Sponsor pursuant to which the Sponsor has committed to invest the amounts set forth therein (the “Equity Financing” and, together with the 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). The Equity Commitment Letter provides, and ▇▇▇▇▇ Fargo Securitieswill continue to provide, LLC (that 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 respectCompany is a third party beneficiary thereof. (b) As of the date hereofof this Agreement, all of the Financing Letter is Commitments are in full force and effect and have not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect. Each of the Financing Commitments, in the form so delivered, is the valida legal, valid and binding and enforceable obligation of The Laclede Group, Inc. Parent or Acquisition Sub and, to the knowledge of BuyerParent, the other parties to the Financing Letterthereto. There are no conditions precedent side letters or other contingencies related agreements, contracts or arrangements (except for customary fee letters and engagement letters) relating to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee LetterCommitments. 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 or Acquisition Sub under any term, or to the knowledge a failure of Buyerany condition, any other party, under of the Financing Letter Commitments or Fee Letter. As otherwise result in any portion of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated thereby to be unavailable. Subject to the satisfaction of the conditions contained in Section 7.1 and the Offer Conditions, neither Parent nor Acquisition Sub has reason to believe that it would be unable to satisfy on a timely basis any term or condition of the Financing Commitments required to be satisfied by it. Parent and/or Acquisition Sub have fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement. Assuming (i) the satisfaction of the conditions contained in Section 7.1 and the Offer Conditions and (ii) the funding of the Financing in accordance with the terms and conditions set forth in the Financing Letter Commitments, the aggregate proceeds from the Financing, together with Company cash, shall, in the aggregate, be sufficient to fund all of the amounts required to be provided by Parent for the consummation of the Transactions, and are sufficient for the satisfaction of all of Parent’s and Acquisition Sub’s obligations under this Agreement, including the payment of the Offer Price in respect of each share of Company Common Stock validly tendered and accepted for payment in the Offer, the Aggregate Merger Consideration and the Fee Letter will be satisfiedpayment of all associated costs and expenses of the Offer and the Merger (including any repayment or refinancing of indebtedness of Parent, at Acquisition Sub or prior the Company required in connection therewith). There are no conditions precedent or other contingencies related to the time funding or investing, as applicable, of the full amount of the Financing, other than as expressly set forth in or contemplated hereunder by the Financing Commitments. (c) Neither Parent nor Acquisition Sub is aware of any direct or indirect limitation or other restriction on the ability of the lender parties to the Debt Financing to provide financing for other potential purchasers 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 AgreementCompany.

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 GroupCarve-out Buyer has received an executed debt commitment letter dated the date hereof (as may be amended or replaced, Inc.in each case, ▇▇▇▇▇ Fargo Bankin accordance with the terms of Section 7.13(b), National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Carve-out Buyer Debt Commitment Letter”) from Barclays Bank PLC, Credit Suisse AG and Credit Suisse Securities (USA), pursuant to which the counterparties thereto LLC, who have committed, subject to the terms and conditions thereofset forth therein, to lend provide to Carve-out Buyer the amounts amount of financing set forth therein in the Carve-out Buyer Debt Commitment Letter for the Carve-out Transaction Financing Purposes (the “Financing”) and (ii) as defined below). A true and correct (subject complete copy of the fully executed Carve-out Buyer Debt Commitment Letter as in effect on the date hereof has been provided to the redactions noted therein) copies Company. A true and complete copy of the executed each fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, letter and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) engagement letter related to the Financing. At Carve-out Buyer Debt Commitment Letter as in effect on 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 date hereof has been amended or modified provided to the Company, except that the numerical fees and the commitments contained in the Financing Letter pricing “flex terms” may have not been withdrawn or rescinded in any respectredacted. (b) Carve-out Buyer has fully paid any and all commitment fees or other fees required by such Carve-out Buyer Debt Commitment Letter to be paid on or before the date hereof. As of the date hereof, the Financing Carve-out Buyer Debt Commitment Letter is in full force a legal, valid and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. Carve-out Buyer and, to the knowledge of Carve-out Buyer, each other party thereto, and in full force and effect except that such enforcement may be subject to General Enforceability Exceptions. As of the other parties date hereof, (i) the Carve-out Buyer Debt Commitment Letter has not been amended or modified in any respect or has been withdrawn, terminated or rescinded in any respect, and does not contain any material misrepresentation by Carve-out Buyer and (ii) no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach thereunder on the part of Carve-out Buyer. As of the date hereof, no amendment or modification to, or withdrawal, termination or rescission of, the Carve-out Buyer Debt Commitment Letter is contemplated. (c) Assuming the Carve-out Buyer’s Financing is funded in accordance with the Carve-out Buyer Debt Commitment Letter, the aggregate proceeds contemplated by the Carve-out Buyer Debt Commitment Letter, together with available cash of the SC Business, will be sufficient for Carve-out Buyer to complete the Carve-out Transaction, and to satisfy all of the obligations of Carve-out Buyer in connection with this Agreement and the Carve-out Purchase Agreement, including paying the aggregate consideration for the Carve-out Transaction and paying all related fees and expenses payable by Carve-out Buyer (collectively, the “Carve-out Transaction Financing Purposes”). (d) Except for the fee letter and engagement letter referred to in the Carve-out Buyer Debt Commitment Letter (copies of which have been provided to the Financing Company in accordance with the foregoing) and customary fee credit letters, as of the date hereof, (i) there are no side letters or other Contracts relating to the funding or investing, as applicable, of the financing contemplated by the Carve-out Buyer’s Commitment Letter other than as expressly set forth in the applicable Commitment Letter. There , other than the customary letters among the tenders related thereto and (ii) there are no conditions precedent or other contingencies (x) related to the funding of the full amount of Carve-out Buyer’s Financing or any provisions that could reduce the aggregate amount of the Financing set forth in the Carve-out Buyer Debt Commitment Letter or the aggregate proceeds contemplated by the Carve-out Buyer Debt Commitment Letter or (y) that could otherwise adversely affect the conditionality, enforceability or availability of the Carve-out Buyer Debt Commitment Letter with respect to all or any portion of Carve-out Buyer’s Debt Financing, in each case, other than as expressly set forth in the Carve-out Buyer Debt Commitment Letter. As of the date hereof, Carve-out Buyer has no knowledge of any facts or circumstances that would be reasonably likely to result in any of the conditions to the Carve-out Buyer’s Financing Letter not being satisfied on a timely basis or that would cause the Carve-out Buyer’s Financing to not be available to Carve-out Buyer on the date on which the closing of the Carve-out Transaction should occur. (e) Concurrently with the execution of this Agreement, Guarantor P has delivered to the Company the duly executed Limited Guaranty. The Limited Guaranty is in full force and effect, has not been amended or modified, and is a legal, valid, binding and enforceable obligation of Guarantor P except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Fee Letterdiscretion of the court before which any proceeding therefor may be brought. 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, Guarantor P 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 AgreementLimited Guaranty.

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 Parent has delivered to Seller (i) true, correct the Investor true and complete copies of the (a) an executed commitment letterletter from Carlyle Partners IV, dated as of the date hereofL.P. and CP IV Coinvestment, between The Laclede Group, Inc., ▇L.P. to provide equity financing in an aggregate am▇▇▇▇ Fargo set forth therein (the "Equity Funding Letter") and (b) an executed commitment letter (the "Commitment Letter") from JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Wachovia Bank, National Association, and Wacho▇▇▇ ▇▇▇▇▇ Fargo Securities▇▇▇ent Holdings, LLC, Wachovia Capital Markets, LLC, Bank of America, N.A., Banc of America Bridge LLC (the “Financing Letter”), pursuant and Banc of America Securities LLC to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts provide debt financing in an aggregate amount set forth therein (being collectively referred to as the “"Debt Financing”," and together with the financing referred to in clause (a) and (ii) true and correct (subject being collectively referred to as the redactions noted therein) copies of the executed fee letter, dated as "Financing"). As of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by of this Agreement. Neither , neither the Financing Equity Funding Letter or Fee the Commitment Letter has been amended or modified except as permitted by the Merger Agreement, and the respective commitments contained in the Financing Equity Funding Letter and, to the knowledge of Parent as of the date of this Agreement, the Commitment Letter, have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Financing . The Equity Funding 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 BuyerParent as of the date of this Agreement, the other parties to the Financing Commitment Letter, are in full force and effect. 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 Equity Funding Letter or the Commitment Letter. The aggregate proceeds contemplated by the Equity Funding 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 Commitment Letter will be satisfiedsufficient for Merger Co to pay the aggregate Merger Consideration and any other repayment or refinancing of debt contemplated by the Commitment Letter and to pay all related fees and expenses. Notwithstanding the foregoing, at or prior to the time contemplated hereunder aggregate liability of Parent for any liability under the Closing, except that no Merger Agreement and for any breach of the 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 AgreementSection 2.8 shall not exceed the Parent Termination Fee. Section 3. Representations and Warranties of Investor. Investor hereby represents and warrants to Parent as follows:

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., M▇▇▇▇▇▇ Fargo BankL▇▇▇▇ Capital Corporation, National AssociationGeneral Electric Capital Corporation, and Banc of America Securities LLC, M▇▇▇▇▇▇ Fargo SecuritiesLynch, LLC Pierce, F▇▇▇▇▇ & S▇▇▇▇ 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.