SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

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

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 al