**Exhibit
10.1**





LIST OF CLOSING DOCUMENTS

RENEWAL AND MODIFICATION

OF

$26,000,000

LINE OF CREDIT

FROM

BANK OF AMERICA, N.A.

TO

FLORIDA PUBLIC UTILITIES COMPANY



1.
Second Amendment to Amended and Restated Loan Agreement.

2.
Revolving Promissory Note.

3.
Borrower's Certificate.

4.
Out-of State Closing Affidavit.

5.
Closing Statement/Funding Instruction Letter.





SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT



This SECOND AMENDMENT
TO AMENDED AND RESTATED LOAN AGREEMENT(this "Amendment") is dated as
of March 21, 2008, is between FLORIDA PUBLIC UTILITIES COMPANY, a Florida
corporation (the "Company") and BANK OF AMERICA, N.A., a national
banking association (the "Lender"), and amends that certain Amended and
Restated Loan Agreement (as previously amended, the "Original
Agreement"), dated October 29, 2004, between the Company and the Lender.



Section 1.Section 2.01(a) of the
Original Agreement is amended to provide:





(a)

Establishment of Line
of Credit. On the Closing Date, and upon fulfillment of the applicable
conditions set forth herein, the Lender shall establish in favor of the Company
a revolving line of credit (the "Revolving Line of Credit") in the amount
of the Availability. Subject to reduction as herein provided, the Availability
is $26,000,000.00. The Company shall be entitled to borrow, repay and reborrow
funds from the Lender in accordance with the terms hereof so long as the sum of
(i) the total principal amount owed to the Lender under the Revolving Line of
Credit plus (ii) the Outstanding Letter of Credit Amount (as defined in
Section 2.01(e)) does not exceed the Availability. This indebtedness
shall be evidenced by a Revolving Promissory Note (as amended, extended or
renewed from time to time, the "Promissory Note") of even date herewith
executed by the Company in favor of the Lender in the principal amount of up to
$26,000,000. The Promissory Note shall bear interest at the rate set forth
therein and shall be payable as set forth therein.



The Revolving Line of
Credit shall terminate on July 1, 2010 (as such date may be extended, the
"Expiration Date"). The Expiration Date will be considered renewed if and
only if the Lender has sent to the Company a written notice of renewal (the
"Renewal Notice"). If the Revolving Line of Credit is renewed, it will continue
to be subject to all the terms and conditions set forth in this Loan Agreement
except as modified by the Renewal Notice. If the Revolving Line of Credit is
renewed, the term "Expiration Date" shall mean the date set forth in the Renewal
Notice as the Expiration Date and the same process for renewal will apply to any
subsequent renewal of the Revolving Line of Credit. A renewal fee may be charged
at the Lender's option. The amount of any renewal fee will be specified in the
Renewal Notice.



The Lender shall not in
any event be required to make an Advance during the continuance of an Event of
Default or if any change in the financial condition of the Company occurs which,
in the Lender's discretion, is material and adverse.



At any time the Company
may permanently reduce the Availability in increments of $1,000,000.00 by
providing not less than 30 days' prior written notice to the Lender, requesting
the decrease and specifying the effective date thereof (the date of the first
such decrease being referred to herein as the "Reduction Date").



Section
2.

The Company shall pay
the Bank a facility fee in the amount of $35,874.00.



Section
3.

The Company agrees to
pay the fee of counsel to the Lender, Holland & Knight LLP, in the amount of
$750.00, within 15 days after billing, and failing such payment authorize the
Lender to debit such fee from any account of the Company maintained at the
Lender.



Section
4.

The Company acknowledges
that the Original Agreement remains in full force and effect except as modified
by or as described herein. The Company affirms all representations and
warranties made by it in the Original Agreement as of the date hereof. The
Company affirms the grant of the security interest made by it in the Security
Agreement dated October 29, 2004. The Company affirms that the Tax Indemnity
Agreement dated October 29, 2004 between the Company and the Lender remains in
effect and encompasses the Loan and the Promissory Note as modified hereby.



Section 5.

This Amendment may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.



IN WITNESS WHEREOF, the parties
hereto have caused this Second Amendment to Amended and Restated Loan Agreement
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.





FLORIDA PUBLIC UTILITIES
COMPANY







By:__/s/ George M.
Bachman

Name: George M. Bachman

Title: CFO and Treasurer



BANK OF AMERICA, N.A.





By:

/s/ Steven J.
Whittingslow

Name: Steven J. Whittingslow

Title: Senior Vice President







Renewal Revolving Promissory Note





Effective Date:
March 21, 2008

Amount:
$26,000,000.00

Maturity
Date: July 1, 2010





|                                                                                                               |                                                                                              
|-------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------
|Lender:

Bank of
America, N.A.
9000
Southside Boulevard
Building
100
FL9-100-03-15
Jacksonville,
FL 32256-0793 | Borrower:

Florida
Public Utilities Company
401 South
Dixie Highway
West Palm
Beach, FL 33401





FOR
VALUE RECEIVED, Florida Public Utilities Company (the "Borrower")
unconditionally promises to pay to the order of Bank of America, N.A. and its
successors and assigns (the "Lender"), without setoff, in immediately available
funds, at its offices indicated at the beginning of this Note, or at such other
place as may be designated by Lender (the Payment Office of Lender), the
principal amount of Twenty-Six Million Dollars ($26,000,000.00), or so much
thereof as may be advanced from time to time, together with interest computed
daily on the outstanding principal balance hereunder, at an annual interest
rate, and in accordance with the payment schedule, indicated below.



1.

Rate. Variable Interest Rate.The interest rate on this
Note is a fluctuating rate of interest based upon "The Wall Street Journal LIBOR
One Month Floating Rate." The Wall Street Journal LIBOR One Month Floating Rate
is a fluctuating rate of interest equal to the one month London Interbank
Offered Rate as published in the "Money Rates" section of The Wall Street
Journal (or, if such source is not available, such alternate source as
determined by the Lender) as adjusted from time to time in the Lenders sole
discretion for reserve requirements, deposit insurance assessment rates and
other regulatory costs (the "Index"). Any change in the Index, and thus, the
interest rate on this Note, will take effect on the effective date as indicated
in The Wall Street Journal (or any alternate source described herein). Interest
will accrue on any day which is not a Business Day at the rate in effect on the
immediately preceding Business Day. A Business Day is any day other than a
Saturday or Sunday or day on which the Payment Office of Lender is lawfully
closed.



The
interest rate to be applied to the unpaid principal balance of this Note will be
at a rate equal to the Index plus an additional percentage per annum (the
"Spread"). The Spread will be 0.80% per annum.



Notwithstanding any provision of this Note, Lender does not intend
to charge and Borrower shall not be required to pay any amount of interest or
other charges in excess of the maximum permitted by the applicable law. Any
payment in excess of such maximum shall be credited against the principal
balance of this Note and any remaining excess shall be refunded to the
Borrower.



2.

Accrual Method.The interest rate on this Note shall be
computed on a 360/actual basis; that is, by applying the ratio of the annual
interest rate over a year of 360 days, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is
outstanding.



3.

Payment Schedule.All payments received hereunder shall be
applied first to the payment of any expense or charges payable hereunder or
under any other Loan Documents executed in connection with this Note, then to
interest due and payable, with the balance applied to principal, or in such
other order as Lender shall determine at its option. Principal shall be paid in
full in a single payment on July 1, 2010 (the "Maturity Date"). Interest on the
principal amount outstanding hereunder shall be paid monthly, commencing on
April 1, 2008, and continuing on the same day of each consecutive month
thereafter, with a final payment of all unpaid interest at the stated maturity
of this Note.



This Note may be renewed effective July 1, 2010 and thereafter if
and only if the Lender has sent to the Borrower a written notice of renewal (the
"Renewal Notice") effective as of the Maturity Date and the Borrower has
accepted the same. If this Note is renewed, it will continue to be subject to
all the terms and conditions set forth herein except as modified by the Renewal
Notice. If this Note is renewed, the term "Maturity Date" shall mean the date
set forth in the Renewal Notice as the Maturity Date, and all outstanding
principal plus all accrued interest shall be paid on the Maturity Date. The same
process for renewal will apply to any subsequent renewal of this Note. A renewal
fee may be charged at Lenders option. The amount of the renewal fee will be
specified in the Renewal Notice.



4.

Revolving Feature; Availability. The Borrower may borrow,
repay and reborrow under this Note from time to time up to Availability (as
defined in the hereinafter described Loan Agreement), by requesting advances as
provided in the Loan Agreement.



5.

Automatic Payment.Borrower has elected to authorize Lender
to effect payment of interest due under this Note by means of debiting
Borrower's account number 5488080210. This authorization shall not affect the
obligation of Borrower to pay such sums when due, without notice, if there are
insufficient funds in such account to make such payment in full on the due date
thereof, or if Lender fails to debit the account.



6.

Waivers, Consents and Covenants. Borrower, any indorser or
guarantor hereof, or any other party hereto (individually an "Obligor" and
collectively "Obligors") and each of them, jointly and severally: (a) waive
presentment, demand, protest, notice of demand, notice of intent to accelerate,
notice of acceleration of maturity, notice of protest, notice of nonpayment,
notice of dishonor, and any other notice otherwise required to be given under
the law to any Obligor in connection with the delivery, acceptance, performance,
default or enforcement of this Note, any indorsement or guaranty of this Note,
or any other documents executed in connection with this Note including, but not
limited to, the Amended and Restated Loan Agreement, dated October 29, 2004,
between Lender and Borrower, as amended (as so amended, the "Loan Agreement")
and the Related Documents described therein (the "Loan Documents"); (b) consent
to all delays, extensions, renewals or other modifications of this Note or the
Loan Documents, or waivers of any term hereof or of the Loan Documents, or
release or discharge by Lender of any Obligor, or release, substitution or
exchange of any security for the payment hereof, or the failure to act on the
part of Lender, or any indulgence shown by Lender (without notice to or further
assent from any Obligor), and agree that no such action, failure to act or
failure to exercise any right or remedy by Lender shall in any way affect or
impair the obligations of any Obligor or be construed as a waiver by Lender of,
or otherwise affect, any of Lender's rights under this Note, under any
indorsement or guaranty of this Note or under any of the Loan Documents; and (c)
agree to pay, on demand, all costs and expenses of collection or defense of this
Note or of any indorsement or guaranty hereof and/or the enforcement or defense
of Lender's rights with respect to, or the administration, supervision,
preservation, or protection of, or realization upon, any property securing
payment hereof, including, without limitation, reasonable attorney's and
paralegals fees, including fees related to any suit, mediation or arbitration
proceeding, out of court payment agreement, trial, appeal, bankruptcy
proceedings or other proceeding, in such amount as may be determined reasonable
by any arbitrator or court, whichever is applicable.



7.

Indemnification. Obligor agrees to promptly pay, indemnify
and hold Lender harmless from all State and Federal taxes of any kind (except
State and Federal taxes based on income received by Lender, which shall not be
an obligation of Obligor) and other liabilities with respect to or resulting
from the execution and/or delivery of this Note or any advances made pursuant to
this Note. Obligor expressly consents to the deduction of any applicable taxes
from each advance extended by Lender hereunder.



8.

Prepayments. Prepayments may be made in whole or in part at
any time.



9.

Delinquency Charge. Borrower shall pay on demand of Lender,
a delinquency charge in an amount not to exceed two percent (2%) of any payment
that is more than fifteen days late.



10.

Events of Default. It shall be an event of default
hereunder if there shall be an Event of Default under the Loan Agreement.



11.

Remedies upon Default. Whenever there is a default under
this Note (a) the entire balance outstanding hereunder and all other obligations
of any Obligor to Lender (however acquired or evidenced) shall, at the option of
Lender, become immediately due and payable and any obligation of Lender to
permit further borrowing under this Note shall immediately cease and terminate,
and/or (b) to the extent permitted by law, the rate of interest on the unpaid
principal shall be increased at Lender's discretion up to the maximum rate
allowed by law (the "Default Rate"). The provisions herein for a Default Rate
shall not be deemed to extend the time for any payment hereunder or to
constitute a "grace period" giving any Obligor a right to cure any default. At
Lender's option, any accrued and unpaid interest, fees or charges may, for
purposes of computing and accruing interest on a daily basis after the due date
of the Note or any installment thereof, be deemed to be a part of the principal
balance, and interest shall accrue on a daily compounded basis after such date
at the Default Rate until the entire outstanding balance of principal and
interest is paid in full. Upon a default under this Note, Lender is hereby
authorized at any time, at its option and without notice or demand, to set off
and charge against any deposit accounts of any Obligor (as well as any money,
instruments, securities, documents, chattel paper, credits, claims, demands,
income and any other property, rights and interests of any Obligor), which at
any time shall come into the possession or custody or under the control of
Lender or any of its agents, affiliates or correspondents, any and all
obligations due hereunder. Additionally, Lender shall have all rights and
remedies available under each of the Loan Documents, as well as all rights and
remedies available at law or in equity.



12.

Non-waiver. The failure at any time of Lender to exercise
any of its options or any other rights hereunder shall not constitute a waiver
thereof, nor shall it be a bar to the exercise of any of its options or rights
at a later date. All rights and remedies of Lender shall be cumulative and may
be pursued singly, successively or together, at the option of Lender. The
acceptance by Lender of any partial payment shall not constitute a waiver of any
default or of any of Lender's rights under this Note. No waiver of any of its
rights hereunder, and no modification or amendment of this Note, shall be deemed
to be made by Lender unless the same shall be in writing, duly signed on behalf
of Lender; each such waiver shall apply only with respect to the specific
instance involved, and shall in no way impair the rights of Lender or the
obligations of Obligors to Lender in any other respect at any other time.



13.

Applicable Law, Venue and Jurisdiction. This Note and the
rights and obligations of Borrower and Lender shall be governed by and
interpreted in accordance with the law of the State of Florida. In any
litigation in connection with or to enforce this Note or any indorsement or
guaranty of this Note or any Loan Documents, Obligors, and each of them,
irrevocably consent to and confer personal jurisdiction on the courts of the
State of Florida or the United States located within the State of Florida and
expressly waive any objections as to venue in any such courts. Nothing contained
herein shall, however, prevent Lender from bringing any action or exercising any
rights within any other state or jurisdiction or from obtaining personal
jurisdiction by any other means available under applicable law.



14.

Partial Invalidity. The unenforceability or invalidity of
any provision of this Note shall not affect the enforceability or validity of
any other provision herein and the invalidity or unenforceability of any
provision of this Note or of the Loan Documents to any person or circumstance
shall not affect the enforceability or validity of such provision as it may
apply to other persons or circumstances.



15.

Binding Effect. This Note shall be binding upon and inure
to the benefit of Borrower, Obligors and Lender and their respective successors,
assigns, heirs and personal representatives, provided, however, that no
obligations of Borrower or Obligors hereunder can be assigned without prior
written consent of Lender.



16.

Controlling Document. To the extent that this Note
conflicts with or is in any way incompatible with any other document related
specifically to the loan evidenced by this Note, this Note shall control over
any other such document, and if this Note does not address an issue, then each
other such document shall control to the extent that it deals most specifically
with an issue.



Borrower acknowledges having read and understood, and agrees to
be bound by, all terms and conditions of this Note, including the variable
interest rate provisions, and hereby executes this Note as of the date here
above written.Borrower acknowledges receipt of a completed copy of this
Note.



NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



EXECUTION DATE:
March 21, 2008



FLORIDA
PUBLIC UTILITIES COMPANY





By:

/s/
George M. Bachman

Name:
George M. Bachman

Title:
CFO and Treasurer









CERTIFICATE OF BORROWER



Bank of America,
N.A.





Ladies and
Gentlemen:



The undersigned hereby represents and warrants to you as
follows:



1.

The Resolution of the Board of Directors of Florida Public
Utilities Company (the "Company") attached hereto as Exhibit A remains in full
force and effect as in effect on the date hereof.



2.

Neither the Articles of Incorporation nor Bylaws of the Company
have been amended since October 29, 2004.



IN WITNESS WHEREOF, Florida Public Utilities Company has caused
this certificate to be executed this 21st day of March, 2008.





FLORIDA
PUBLIC UTILITIES COMPANY



____/s/
George M. Bachman

Name:
George M. Bachman

Its:
Chief Financial Officer/Treasurer









RESOLUTION





Be it resolved by the Board of Directors of Florida Public
Utilities Company that the line of credit with Bank of America, N.A. shall be
increased from $20,000,000 to $26,000,000, the maturity date shall be extended
to July 1, 2010 and the interest rate shall be decreased by 10 basis points.
 George Bachman shall sign all documents necessary to complete the
transaction.



Adopted
March 11, 2008.







OUT OF STATE CLOSING AFFIDAVIT



FREEPORT, GRAND
BAHAMA



On the 21st day of March, 2008, in Freeport
Grand Bahama, George Bachman, Chief Financial Officer/Treasurer of Florida
Public Utilities Company (the "Borrower") executed and delivered to Steven
Whittingslow, a Senior Vice President of Bank of America, N.A. (the "Lender") a
Renewal Revolving Promissory Note in the principal amount of $26,000,000 payable
to the Lender and a Second Amendment to Amended and Restated Loan Agreement,
both dated of even date herewith. The Borrower personally delivered such
documents to the Lender, and the Lender accepted such documents in the State and
County set forth above.



_/s/
George M. Bachman

George
Bachman





_/s/
Steven Whittingslow

Steven
Whittingslow







CLOSING STATEMENT/FUNDING INSTRUCTION LETTER







Bank of America,
N.A.

9000 Southside
Boulevard

Building 100

Jacksonville, FL
32256



Re:

Florida
Public Utilities Company

$26,000,000
Line of Credit dated March 21, 2008



Ladies and Gentlemen:



You are hereby requested, authorized and directed to transfer the
outstanding principal and interest on our promissory note, payable to you, dated
August 25, 2006 to the above referenced line of credit.



You are authorized to debit our account with you in the amount of
$35,874.00 to pay the fees due the Bank.



We agree to pay your legal fees in connection with the renewal of
the line of credit in the amount of $750.00 to Holland & Knight LLP.



Dated as of March
21, 2008



FLORIDA
PUBLIC UTILITIES COMPANY





By:
_/s/ George M. Bachman

Name:
George M. Bachman

Title:
Chief Financial Officer/Treasurer