EX-10.1


 Exhibit 10.1 
 REVOLVING LINE OF CREDIT NOTE 
 (VARIABLE MAXIMUM) 

 

					
	$7,000,000.00	 		 	Roanoke, Virginia
		 		 	March 31, 2013

 FOR VALUE RECEIVED, the undersigned ROANOKE GAS COMPANY (“Borrower”) promises to pay to the
order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 201 South Jefferson Street, 2nd Floor, Roanoke, Virginia 24011, or at such other place as the holder hereof may designate, in lawful money of the United States of
America and in immediately available funds, the principal sum of Seven Million Dollars ($7,000,000.00), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement
as set forth herein. 
 DEFINITIONS: 
 As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the meaning set forth at the place defined: 

(a) “Business Day” means (i) for all purposes other than as set forth in clause (ii) below, any day except a
Saturday, Sunday or any other day on which commercial banks in New York are authorized or required by law to close, and (ii) with respect to all notices and determinations in connection with LIBOR, any day that is a Business Day described in
clause (i) above and that is also a day for trading by and between banks in Dollar deposits in the London interbank market. 
 (b) “Daily One Month LIBOR” means, for any day, the rate of interest equal to LIBOR then in effect for delivery for a one (1) month period. 

(c) “LIBOR” means the rate of interest per annum determined by Bank based on the rate for United States dollar deposits for
delivery of funds for one (1) month as reported on Reuters Screen LIBOR01 page (or any successor page) at approximately 11:00 a.m., London time, or, for any day not a Business Day, the immediately preceding Business Day (or if not so reported,
then as determined by Bank from another recognized source or interbank quotation), rounded upward, if necessary, to the nearest whole 1/100 of 1%. 
 INTEREST: 
 (a) Interest. The outstanding principal balance of this
Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a fluctuating rate per annum determined by Bank to be one percent (1.00%) above Daily One Month LIBOR in effect from time to time. Each change in the
rate of interest hereunder shall become effective on each Business Day a change in Daily One Month LIBOR is announced within Bank. Bank is hereby authorized to note the date and interest rate applicable to this Note and any payments made thereon on
Bank’s books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted. 

(b) Taxes and Regulatory Costs. Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or to
become due hereunder, any and all (i) 

  
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withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority and related in any manner to
LIBOR, and (ii) costs, expenses and liabilities arising from or in connection with reserve percentages prescribed by the Board of Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as defined in
Regulation D of the Federal Reserve Board, as amended), assessment rates imposed by the Federal Deposit Insurance Corporation, or similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from compliance by
Bank with any request or directive (whether or not having the force of law) from any central bank or other governmental authority and related in any manner to LIBOR. In determining which of the foregoing are attributable to any LIBOR option
available to Borrower hereunder, any reasonable allocation made by Bank among its operations shall be conclusive and binding upon Borrower. 
 (c) Payment of Interest. Interest accrued on this Note shall be payable on the first day of each month, commencing April 1, 2013. 

(d) Default Interest. From and after the maturity date of this Note, or such earlier date as all principal owing hereunder becomes
due and payable by acceleration or otherwise, or at Bank’s option upon the occurrence, and during the continuance of an Event of Default, the outstanding principal balance of this Note shall bear interest at an increased rate per annum
(computed on the basis of a 360-day year, actual days elapsed) equal to three percent (3%) above the rate of interest from time to time applicable to this Note. 
 BORROWING AND REPAYMENT: 
 (a) Borrowing and Repayment. Borrower may from
time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document executed in connection with or governing
this Note; provided however, that the total outstanding borrowings under this Note shall not at any time exceed the principal amount set forth above or such lesser amount as shall at any time be available hereunder. The unpaid principal balance of
this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for any Borrower, which balance may be endorsed hereon from time to time by the holder. The
outstanding principal balance of this Note shall be due and payable in full on March 31, 2014. 
 (b) Adjustments to
Availability. Notwithstanding the principal amount set forth above, the maximum principal amount available under this Note shall vary from time to time as follows: 
  

	 	(i)	$1,000,000.00 from the date of this Note up to and including September 24, 2013; 


 

	 	(ii)	$5,000,000.00 from September 25, 2013 up to and including November 22, 2013; 


 

	 	(iii)	$7,000,000.00 from November 23, 2013, up to and including January 24, 2014; 


 

	 	(iv)	$5,000,000.00 from January 25, 2014 up to and including February 28, 2014; and 


 

	 	(v)	$1,000,000.00 from March 1, 2014, up to and including March 31, 2014. 


  
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 If the outstanding principal balance of this Note at any time is greater than the new
maximum principal amount then available hereunder, Borrower shall immediately make a principal reduction on this Note in an amount sufficient to reduce the then outstanding principal balance hereof to an amount not greater than said new maximum
principal amount. 
 (c) Advances. Advances hereunder, to the total amount of the principal sum stated above, may be made
by the holder at the oral or written request of (i) John B. Williamson, III, Howard T. Lyon, Paul W. Nester or John S. D’Orazio, any one acting alone, who are authorized to request advances and direct the disposition of any advances until
written notice of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, with respect to advances deposited to the credit of any deposit account of Borrower, which advances, when so
deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. The holder shall have
no obligation to determine whether any person requesting an advance is or has been authorized by Borrower. 
 (d) Application
of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof. 
 EVENTS OF DEFAULT: 
 This Note is made pursuant to and is subject 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 (the “Credit Agreement”). Any default in the payment or performance of any obligation under this Note, or
any defined event of default under the Credit Agreement, shall constitute an “Event of Default” under this Note. 
 MISCELLANEOUS:

 (a) Remedies. Upon the occurrence of any Event of Default, the holder of this Note, at the holder’s option, may
declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by
Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and
expenses, including reasonable attorneys’ fees (to include outside counsel fees and all allocated costs of the holder’s in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder’s rights
and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at
the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion
brought by Bank or any other person) relating to Borrower or any other person or entity. 

  
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 (b) Obligations Joint and Several. Should more than one person or entity sign this
Note as a Borrower, the obligations of each such Borrower shall be joint and several. 
 (c) Governing Law. This Note
shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. 
 (d) Business Purpose.
Borrower represents and warrants that all loans evidenced by this Note are for a business, commercial, investment, or other similar purpose and not primarily for a personal, family or household use. 

IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above. 

 

			
	ROANOKE GAS COMPANY
		
	By:	 	 /s/ John S. D’Orazio

	Printed Name:	 	 John S. D’Orazio

	Printed Title:	 	 President and CEO

		
	By:	 	 /s/ Dale P. Lee

	Printed Name:	 	 Dale P. Lee

	Printed Title:	 	 Secretary



  
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