Exhibit 10.2 


 


NOTE


 


	$10,000,000.00	November 26, 2014


 


FOR VALUE RECEIVED, the undersigned (the
“Borrower”), hereby promises to pay to BANK OF AMERICA, N.A., or registered assigns (the “Lender”),
in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time
made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement, dated as of September 20, 2012 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;”
the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto,
and Bank of America, N.A., as Administrative Agent and L/C Issuer.


 


The Borrower promises to pay interest on
the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest
rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative
Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any
amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date
thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the
Agreement.


 


This Note is one of the Notes referred to
in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions
provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more
of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared
to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more
loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this
Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.


 


The Borrower, for itself, its successors
and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of
this Note.


 


[Remainder of Page Intentionally Left
Blank; Signature Page Follows]


 




    	 



    	 



    

 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


	 	ENERGY WEST, INCORPORATED, a
	 	Montana corporation
	 	 
	 	By:	 /s/ Kevin Degenstein
	 	Name:	KEVIN DEGENSTEIN
	 	Title:	 CHIEF EXECUTIVE OFFICER


 


Second Amended and Substitute Note (BofA)


 




    	 



    	 



    

 


LOANS AND PAYMENTS WITH RESPECT THERETO


 


	Date	 	
        Type of

        Loan Made
	 	
        Amount of

        Loan Made
	 	
        End of

        Interest

        Period
	 	
        Amount of

        Principal or

        Interest

        Paid This

        Date
	 	
        Outstanding

        Principal

        Balance

        This Date
	 	
        Notation

        Made By