EX-10.3


 Exhibit 10.3 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”) is entered into as of March 31, 2013, by and between ROANOKE GAS COMPANY, a Virginia corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”). 

RECITALS 

WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower
and Bank dated as of March 30, 2012, as amended from time to time (“Credit Agreement”). 
 WHEREAS, Bank and
Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes. 
 NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows: 

1. Section 1.1.(a) and 1.1.(b) are hereby deleted in their entirety, and the following substituted therefor: 

“(a) Line of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make
advances to Borrower from time to time up to and including March 31, 2014, not to exceed at any time the aggregate principal amount of Seven Million Dollars ($7,000,000.00) or such lesser amount as shall from time to time be available
(“Line of Credit”), the proceeds of which shall be used to finance Borrower’s working capital requirements. Borrower’s obligation to repay advances under the Line of Credit shall be evidenced by a promissory note dated as of
March 31, 2013 (“Line of Credit Note”), all terms of which are incorporated herein by this reference. 
 (b) Borrowing and Repayment. Borrower may from time to time during the term of the Line of Credit borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the
limitations, terms and conditions contained herein or in the Line of Credit Note; provided however, that the total outstanding borrowings under the Line of Credit shall not at any time exceed the maximum principal amount available thereunder, as set
forth above and as reduced from time to time in accordance with the terms of the Line of Credit Note”. 
 2.
Section 1.2.(a) and 1.2.(b) are hereby deleted in their entirety, and the following substituted therefor: 

“(a) Term Loan Renewal. Bank has made a loan to Borrower in the original principal amount of Fifteen Million
Dollars 

  
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($15,000,000.00) (“Term Loan”), on which the outstanding principal balance as of March 22, 2013 is $15,000,000.00. Borrower’s obligation to repay the Term Loan is evidenced by
a promissory note dated as of March 30, 2012 (“Prior Term Note”). Subject to the terms and conditions of this Agreement, Bank hereby confirms that the Term Loan remains in full force and effect. 

(b) Replacement Note; Repayment. The Term Loan shall be repaid in accordance with the provisions of a promissory
note dated as of March 31, 2013 (“Term Note”), the terms of which shall be incorporated herein by reference, and which shall be given as a replacement for, and not in satisfaction of, the Prior Term Note.” 

3. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without
waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document. 

4. Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth
therein. Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would
constitute any such Event of Default. 
 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year
first written above. 
  

									
	ROANOKE GAS COMPANY	 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION
					
	By:	 	 /s/ John S. D’Ozario
	 		 	By:	 	 /s/ Arnold W. Adkins

	Printed Name:	 	 John S. D’Ozario
	 		 		 	Arnold W. Adkins, Jr., Senior Vice President
	Printed Title:	 	 President and CEO
	 		 		 	
					
	By:	 	 /s/ Dale P. Lee
	 		 		 	
	Printed Name:	 	 Dale P. Lee
	 		 		 	
	Printed Title:	 	 Secretary
	 		 		 	


  
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