EX-10.2



 Exhibit 10.2 
 AMENDED AND SUBSTITUTE NOTE 
  

			
		  	November 2, 2011
	$30,000,000	  	Chicago, Illinois
		  	Original Note dated June 29, 2007

 The undersigned, ENERGY WEST, INCORPORATED, a Montana corporation (the
“Company”), for value received, promises to pay to the order of BANK OF AMERICA, N.A. (the “Bank”) at the principal office of Bank of America, N.A., in its capacity as agent (in such capacity, the
“Agent”) in Chicago, Illinois the aggregate unpaid amount of all Loans made to the undersigned by the Bank pursuant to the Credit Agreement referred to below (as shown on the Schedule attached hereto (and any continuation
thereof) or in the records of the Bank), such principal amount to be payable on the dates set forth in the Credit Agreement. 

The Company further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is
paid in full, payable at the rates and at the times set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. 

This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement dated as of
June 29, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement) by and among the Company,
certain financial institutions (including the Bank) and the Agent. Reference is hereby made to such Credit Agreement for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date
accelerated. 
 This Note is made under and governed by the laws of the State of Illinois applicable to contracts made and to be
performed entirely within such State. 
 This Note: (i) is given in substitution for, and not in repayment of, that certain
Note issued June 29, 2007 in the original principal amount of $20,000,000 made by the Company payable to the order of the Bank (as successor by merger to LaSalle Bank National Association) (the “Original Note”) and
(ii) shall not constitute a novation of the indebtedness, liabilities or obligations evidenced by the Original Note or any of the Obligations. 
 - Remainder of Page Intentionally Left Blank - 
 [Signature Page Follows]








 IN WITNESS WHEREOF, the Company has executed this Note as of the day and year first
written above. 
  

			
	ENERGY WEST, INCORPORATED, a Montana corporation
		
	By:	 	/s/    Kevin Degenstein
	Name:	 	Kevin Degenstein
	Title:	 	President & COO


 Amended and Substitute Note (Bank of America, N.A.) 







 Schedule attached to Amended and Substitute Note dated November 2, 2011_of Energy West,
Incorporated, payable to the order of Bank of America, N.A. 
  

											
	 Tranche 
	  	 Date and
 Amount of
 Loan or of
Conversion from
another type of Loan
	  	Date and Amount of
Repayment or of
Conversion into
another type of Loan	  	Interest
Period/Unpaid
Maturity Date	  	Principal
Balance	  	Notation
Made by


1. BASE RATE LOANS 

                         
                                         
                                         
                                         
                                         
                                         
                            
                                  
                                         
                                         
                                         
                                         
                                         
                    

                         
                                         
                                         
                                         
                                         
                                         
                            
                                  
                                         
                                         
                                         
                                         
                                         
                    
 2.
LIBOR LOANS