Exhibit 10.1



 Exhibit 10.1 
 MODIFICATION NUMBER ONE 
 TO PROMISSORY NOTE 
 Roanoke Gas Company 
 519 Kimball Avenue 
 Roanoke, Virginia 24016 
 (Hereinafter referred to as “Borrower”)

 Wachovia Bank, National Association 
 Roanoke, Virginia 24019

 (Hereinafter referred to as “Bank”) 
 THIS AGREEMENT
is entered into as of November 25, 2008 by and between Bank and Borrower. 
 RECITALS 
 Bank is the holder of a Promissory Note, as modified from time to time, executed and delivered by Borrower, dated June 30, 2008, in the original principal amount of
$28,000,000.00 (the “Note”); 
 Borrower and Bank have agreed to modify the terms of the Note. 
 In consideration of Bank’s continued extension of credit and the agreements contained herein, the parties agree as follows: 
 AGREEMENT 
 ACKNOWLEDGMENT OF BALANCE. Borrower
acknowledges that the most recent Commercial Loan Invoice sent to Borrower with respect to the Obligations under the Note is correct. 
 MODIFICATIONS.

 The Note is hereby modified by deleting the provisions in the Note establishing the LINE OF CREDIT paragraph and substituting the following in
their place and stead: 
 LINE OF CREDIT. Borrower may borrow, repay and reborrow, and, upon the request of Borrower, Bank shall advance and readvance
under this Note from time to time until the maturity hereof (each an “Advance” and together the “Advances”), so long as the total principal balance outstanding under this Note at any one time does not exceed
(i) $28,000,000.00 from the date of this Note through and including November 30, 2008; (ii) beginning December 1, 2008 through and including February 15, 2009, the total principal amount available for lending under this Note
shall be $18,000,000.00; (iii) beginning February 16, 2009 through and including March 31, 2009, the principal amount available for lending under this Note shall be $7,000,000.00. Bank’s obligation to make Advances under this
Note shall terminate if Borrower is in Default. As of the date of each proposed Advance, Borrower shall be deemed to represent that each representation made in the Loan Documents is true as of such date. 
 If Borrower subscribes to Bank’s cash management services and such services are applicable to this line of credit, the terms of such service shall control the
manner in which funds are transferred between the applicable demand deposit account and the line of credit for credit or debit to the line of credit. 
 ACKNOWLEDGMENTS AND REPRESENTATIONS. Borrower acknowledges and represents that the Note and other Loan Documents, as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; that,
after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred, all representations and warranties contained in the Loan Documents are
true and correct as of this date, all necessary action to authorize the execution and delivery of this Agreement has been taken; and this Agreement is a modification of an existing obligation and is not a novation. 







 MISCELLANEOUS. This Agreement shall be construed in accordance with and governed by the laws of the applicable
state as originally provided in the Loan Documents, without reference to that state’s conflicts of law principles. This Agreement and the other Loan Documents constitute the sole agreement of the parties with respect to the subject matter
thereof and supersede all oral negotiations and prior writings with respect to the subject matter thereof. No amendment of this Agreement, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and
signed by the parties hereto. The illegality, unenforceability or inconsistency of any provision of this Agreement shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Agreement or the
other Loan Documents. This Agreement and the other Loan Documents are intended to be consistent. However, in the event of any inconsistencies among this Agreement and any of the Loan Documents, the terms of this Agreement, and then the Note, shall
control. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed an original, but all such counterparts shall together constitute one and the same
agreement. Terms used in this Agreement which are capitalized and not otherwise defined herein shall have the meanings ascribed to such terms in the Note. LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO,
INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY
OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR
(2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY,
WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. Final Agreement. This Agreement and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent agreements of the parties. There are no unwritten agreements between the parties. 
 WAIVER OF JURY TRIAL. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF BORROWER BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ACCEPT THIS AGREEMENT. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE
PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED, SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS AGREEMENT. 
  

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 IN WITNESS WHEREOF, the undersigned have duly signed and sealed this Agreement the day and year first above
written. 
  

					
	Roanoke Gas Company	 	
			
	By:	 	 /s/ John B. Williamson, III
	 	(SEAL)
		 	John B. Williamson, III, Chairman, President and
		 	Chief Executive Officer	 	
			
	By:	 	 /s/ Howard T. Lyon
	 	(SEAL)
		 	Howard T. Lyon, Vice President and Treasurer
	
	Wachovia Bank, National Association
			
	By:	 	 /s/ Arnold W. Adkins, Jr.
	 	(SEAL)
		 	Arnold W. Adkins, Jr., Vice President	 	


 Tracking #: 806631 
 CAT - Deal # 1068421 Facility ID 838395 
  

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