Exhibit






Exhibit 10.1
REVOLVING LINE OF CREDIT NOTE
(VARIABLE MAXIMUM)




$25,000,000.00    Roanoke, Virginia
March 26, 2018




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 MAC R4046-080, 10 South Jefferson Street, 8th Floor, Roanoke, Virginia 24011-1331 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 Twenty-Five Million Dollars ($25,000,000.00), or so much thereof as may be advanced and be outstanding pursuant to the terms of the Credit Agreement, as defined herein, 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)    "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.


(b)    "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 published by the ICE Benchmark Administration Limited, a United Kingdom company,  at approximately 11:00 a.m., London time, or, for any day not a London Business Day, the immediately preceding London Business Day (or if not so published, then as determined by Bank from another recognized source or interbank quotation); provided, however, that if LIBOR determined as provided above would be less than zero percent (0.0%), then LIBOR shall be deemed to be zero percent (0.0%).


(c)    "London Business Day" means any day that is a day for trading by and between banks in dollar deposits in the London interbank market.


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.  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.




	
			
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(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) 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)    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 upon the occurrence and during the continuance of an Event of Default, then at the option of Bank, in its sole and absolute discretion, 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 of Principal.  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 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, 2020.


(b)    Payment of Interest.  Interest accrued on this Note shall be payable on the first day of each month, commencing April 1, 2018, and on the maturity date set forth above.


(c)    Adjustments in 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)
	$2,000,000.00 from the date of this Note up to and including July 20, 2018;


		
	(ii)
	$10,000,000.00 from July 21, 2018 up to and including September 21, 2018;


		
	(iii)
	$20,000,000.00 from September 22, 2018 up to and including November 20, 2018;


		
	(iv)
	$21,000,000.00 from November 21, 2018 up to and including February 28,  2019; 


		
	(v)
	$17,000,000.00 from March 1, 2019 up to and including July 21, 2019;


		
	(vi)
	$22,000,000.00 from July 22, 2019 up to and including September 21, 2019;


		
	(vii)
	$25,000,000.00 from September 22, 2019 up to and including February 29, 2020; and




	
			
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	(viii)
	$22,000,000.00 from March 1, 2020 up to and including March 31, 2020.




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 the new maximum principal amount available hereunder.  Such principal reduction shall be subject to any prepayment fee set forth in this Note, if applicable.


(d)    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) 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.


(e)    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 31, 2016, 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 sale, transfer, hypothecation, assignment or other encumbrance, whether voluntary, involuntary or by operation of law, of all or any interest in any real property securing this Note, if any, or 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 whether or not suit is brought, 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, 


	
			
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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.


(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 Virginia, but giving effect to federal laws applicable to national banks, without reference to the conflicts of law or choice of law principles thereof.


(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
	 
	 
	 

	 
	JOHN S. D'ORAZIO,
	 
	 
	 

	 
	PRESIDENT, CHIEF EXECUTIVE
	 
	 
	 

	 
	OFFICER
	 
	 
	 

	 
	 
	 
	 
	 

	By:
	/s// Paul W. Nester
	 
	 
	 

	 
	PAUL W. NESTER
	 
	 
	 

	 
	CHIEF FINANCIAL OFFICER,
	 
	 
	 

	 
	SECRETARY, TREASURER
	 
	 
	 








	
			
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