Exhibit








SCHEDULE 2(d)


ROANOKE GAS COMPANY
Reference is made to the Private Shelf Agreement (as amended from time to time, the “Agreement”), dated as of September 30, 2015, between Roanoke Gas Company (the “Company”), on the one hand, and Prudential Investment Management, Inc. (“Prudential”) and each Prudential Affiliate which becomes party thereto, on the other hand.  Capitalized terms used and not otherwise defined herein shall have the respective meanings specified in the Agreement.
Pursuant to Section 2(d) of the Agreement, the Company hereby makes the following Request for Purchase:


		
	1.
	Aggregate principal amount of


the Notes covered hereby
(the “Notes”)  ...................  $8,000,000


		
	2.
	Individual specifications of the Notes:




	
				
	Principal
Amount
	Final
Maturity
Date
	Principal
Prepayment
Dates and
Amounts
	Interest
Payment
Period

	$8,000,000
	10/2/2027
	none
	Semi-annually, in arrears




		
	3.
	Use of proceeds of the Notes: The proceeds from the sale of the Notes will be used by the Company to refinance existing indebtedness and for general corporate purposes.




		
	4.
	Proposed day for the closing of the purchase and sale of the Notes:


October 2, 2017


		
	5.
	The purchase price of the Notes is to be transferred to:


	
					
	 
	Name and Address
	 
	 
	 

	 
	and ABA Routing
	 
	Number of
	 

	 
	Number of Bank
	 
	Account
	 

	 
	Wells Fargo Bank, N.A.
	 
	 
	 

	 
	Roanoke, Virginia
	 
	Roanoke Gas Company
	 

	 
	ABA No: 121000248
	 
	xxxxxxxxx7087
	 



















6.    The Company certifies that the attached Schedules 5.3/5.4/5.5/5.15 are true and correct on and as of the date of this Request for Purchase and (a) the representations and warranties contained in Section 5 of the Agreement, as amended by the attached Schedules, are true on and as of the date of this Request for Purchase and (b) that there exists on the date of this Request for Purchase no Event of Default or Default.
7.    The Issuance Fee to be paid pursuant to the Agreement will be paid by the Company on the Closing Day.


Dated: May 18, 2017


Roanoke Gas Company


By /s/ Paul W. Nester
     Authorized Officer

























































SCHEDULE 5.3


DISCLOSURE MATERIALS




With the exception of this Agreement and the financial statements, 10-K filings and 10-Q filings listed in Schedule 5.5 of this Agreement, there are no Disclosure Documents.










SCHEDULE 5.4


SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK




The Company has no Subsidiaries.


The Company's Affiliates are the following:
    
RGC Resources, Inc.
Diversified Energy Company 
RGC Midstream, LLC


The Company's directors are the following: 


John B. Williamson, III
John S. D'Orazio 
Maryellen F. Goodlatte
S. Frank Smith
J. Allen Layman 
Nancy Howell Agee 
George W. Logan


The Company's senior officers are the following:


John S. D'Orazio    President and CEO
Howard T. Lyon    Assistant Secretary and Assistant Treasurer
Paul W. Nester    Vice President, Secretary, Treasurer and CFO
Carl J. Shockley, Jr.    Vice President, Operations










SCHEDULE 5.5


FINANCIAL STATEMENTS




The Company has delivered the following financial statements:


	
								
	 
	Fiscal Year Ended
	 
	Quarter Ended

	 
	September 30, 2016
	 
	March 31, 2017

	 
	Financial Statements
	 
	Financial Statements

	 
	Audited
	Unaudited
	10-K
	 
	Audited
	Unaudited
	10-Q

	RGC Resources, Inc.
	X
	 
	  X
	 
	 
	X
	X

	Roanoke Gas Company, Inc.
	 
	X
	 
	 
	 
	X
	 

	Diversified Energy Company, Inc.
	 
	X
	 
	 
	 
	X
	 

	RGC Midstream, LLC
	 
	X
	 
	 
	 
	X
	 






The aforesaid audited financial statements for RGC Resources, Inc. are consolidated financial statements for RGC Resources, Inc. and its Subsidiaries.












SCHEDULE 5.15


EXISTING INDEBTEDNESS


The Company was the obligor with respect to the following Indebtedness as of March 31, 2017:


	
						
	Obligee
	Principal Amount
    Outstanding    
	Collateral
	Guarantor

	The Prudential Insurance Company of America
	$
	15,250,000
	

	None
	RGC Resources, Inc.

	Par U Hartford Life & Annuity Comfort Trust
	9,700,000
	

	None
	RGC Resources, Inc.

	Pruco Life Insurance Company of New Jersey
	5,550,000
	

	None
	RGC Resources, Inc.

	Branch Banking and Trust
	7,000,000
	

	None
	RGC Resources, Inc.

	Wells Fargo Bank, N.A. - Revolving Line of Credit
	8,460,578
	

	None
	RGC Resources, Inc.

	 
	$
	45,960,578
	

	 
	 








The maximum principal amount that can be outstanding at any time under the aforesaid revolving line of credit is $30,000,000.


The documents relating to certain of the aforesaid Indebtedness restrict the Company's ability to incur Indebtedness unless prescribed ratios are not exceeded. Such ratios would not be exceeded by reason of the issuance of the Notes, and such documents would not prohibit the issuance of the Notes.