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Exhibit
10.1
PROMISSORY
NOTE
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$1,300,000
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October 31, 2007 |
ANGD LLC
271 West Main Street, Suite
200
Abingdon, VA 24210
(Individually and collectively
“Borrower”)
Roanoke Gas Company
519 Kimball Avenue
Roanoke, VA 24016
(Hereinafter referred to as
“Roanoke”)
Borrower promises to pay to the order of
Roanoke, in lawful money of the United States of America, at its
office indicated above or wherever Roanoke may specify, the sum of
One Million Three Hundred Thousand and No/100 Dollars ($1,300,000)
or such sum as may be advanced and outstanding from time to time,
with interest on the unpaid principal balance at the rate and on
the terms provided in this Promissory Note (including all renewals,
extensions or modifications hereof, this
“Note”).
USE OF PROCEEDS. Borrower shall
use the proceeds of the loan evidenced by this Note for the
acquisition of the assets currently belonging to Roanoke Gas
Company that are physically located and used to serve customers in
the town of Bluefield and the County of Tazewell,
Virginia.
INTEREST RATE AND PAYMENT OF
INTEREST. Interest shall accrue on the unpaid principal balance
of this Note during each Interest Period for the date hereof at a
rate per annum equal to 10% (“Interest Rate”). Interest
shall be payable quarterly on
April 1, July 1, October 1, and
January 1 and shall begin accruing on the day after closing.
All interest amounts will be based on an actual 365/366 day
period.
REPAYMENT TERMS. This
Note shall be due and payable with annual principal installments of
$87,000 due on the quarterly interest payment date immediately
succeeding each anniversary date of closing, with the expected
principal balance in the 5 th year
of $952,000 and any accrued interest due and payable on the 5
th
anniversary of the closing.
There is no prepayment penalty for paying the principal balance
prior to the 5 th anniversary date.
DEFINITIONS. Obligations. The
term “Obligations” as used in this Note refers to any
and all indebtedness and other obligations under this Note.
Certain Other Terms. All terms that are used but not
otherwise defined in any of the Loan Documents shall have the
definitions provided in the Virginia Uniform Commercial
Code.
DEFAULT. A default shall occur
under this Note if Borrower fails to pay any scheduled interest or
principal payment more than 5 days after the payment due date.
Interest will accrue at the rate of 10% per annum on any
unpaid principal and interest payment that remains unpaid more than
10 days past the due date. The Borrower may also be in default if
the Borrower experiences a material adverse change, which is
determined in good faith and in the sole discretion of Roanoke,
that impairs the prospect for payment or performance of the
Obligations or if there has occurred a material adverse change in
the business or prospects of Borrower, financial or otherwise, all
as determined by Roanoke in its sole discretion.
INDEMNIFICATION. The Borrower
shall indemnify Roanoke for any reasonable legal, collection or
other expenses incurred by Roanoke attributable to the
Borrower’s failure to make any payment that qualify as a
default under this agreement.
SECURITY. This note will
b
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