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
correc
