Exhibit 10.4


 


Gas Natural Inc.


 


4.23%
Senior Note due October 19, 2028


 


	No. R-1	October 19, 2016
	$50,000,000	PPN 367204 A*5


 


For
Value Received, the undersigned, Gas Natural Inc. (herein called the “Company”), a corporation organized
and existing under the laws of the State of Ohio, hereby promises to pay to Teachers Insurance
and Annuity Association of America, or registered assigns, the principal sum of Fifty
Million Dollars (or so much thereof as shall not have been prepaid) on October 19, 2028 (the “Maturity Date”),
with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate
of 4.23% per annum from the date hereof, payable semiannually, on the 19th day of April and October in each year, commencing with
the April 19th or October 19th next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have
become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the
continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum
from time to time equal to the greater of (i) 6.23% or (ii) 2.0% over the rate of interest publicly announced by Bank of America,
N.A from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid
(or, at the option of the registered holder hereof, on demand).


 


Payments of principal
of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America
at Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreement referred to below.


 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated October
19, 2016 (as from time to time amended, the “Note Purchase Agreement”),
between the Company and the Purchaser named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed,
by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise
indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a
written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.


 




    	 	  
	 



     


    

  


The Company will make
required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the
price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.


 




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This Note shall be
construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the
law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application
of the laws of a jurisdiction other than such State.


 


	 	Gas Natural Inc.
	 	 
	 	By	/s/ Gregory J. Osborne
	 	 	Name:  Gregory J. Osborne
	 	 	Title:  President & Chief Executive Officer


 




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