RGC Resources Inc Sample Contracts

Exhibit 10 (p)(p) SERVICE AGREEMENT NO. 57449 CONTROL No. 1997-07-31 - 0012
Service Agreement • December 19th, 2001 • RGC Resources Inc • Natural gas transmisison & distribution
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RGC RESOURCES, INC. 608,696 Shares of Common Stock, Par Value $5.00 Per Share UNDERWRITING AGREEMENT
Underwriting Agreement • March 19th, 2018 • RGC Resources Inc • Natural gas transmisison & distribution • New York

RGC Resources, Inc., a Virginia corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 608,696 shares of common stock, par value $5.00 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 91,304 shares of common stock, par value $5.00 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock, par value $5.00 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

Among
Loan Agreement • December 18th, 2002 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia
Exhibit 10.2 LOAN AGREEMENT
Loan Agreement • December 5th, 2005 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia
RECITALS
Promissory Note • December 19th, 2001 • RGC Resources Inc • Natural gas transmisison & distribution
BY AND BETWEEN
Asset Purchase and Sale Agreement • July 27th, 2006 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia
RECITALS:
Agreement and Plan of Merger and Reorganization • July 2nd, 1999 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia
ROANOKE GAS COMPANY 4.26% SENIOR GUARANTEED NOTES DUE SEPTEMBER 18, 2034 NOTE PURCHASE AGREEMENT DATED JULY 31, 2014
Note Purchase Agreement • August 4th, 2014 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia

Roanoke Gas Company, a Virginia corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), agrees with each of the Purchasers as follows:

TRANSPORTATION
Gas Transportation Agreement • July 2nd, 1999 • RGC Resources Inc • Natural gas transmisison & distribution
CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 2nd, 2024 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia

THIS AGREEMENT (the "Agreement") made as of the 1st of February, 2024 between RGC Resources, Inc. and subsidiaries ("the Corporation") and Timothy J. Mulvaney ("Executive"),

CREDIT AGREEMENT
Credit Agreement • April 3rd, 2012 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia

THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of March 30, 2012, by and between ROANOKE GAS COMPANY, a Virginia corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

CONTINUING GUARANTY
Continuing Guaranty • April 4th, 2016 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia
WITNESSETH
Firm Storage Service Agreement • December 19th, 2001 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia
WITNESSETH:
Firm Gas Transportation Agreement • July 2nd, 1999 • RGC Resources Inc • Natural gas transmisison & distribution
CREDIT AGREEMENT
Credit Agreement • April 3rd, 2015 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia

THIS CREDIT AGREEMENT {this "Agreement") is entered into as of March 31, 2015, by and between ROANOKE GAS COMPANY, a Virginia corporation {"Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION {"Bank").

Exhibit 10.2 UNCONDITIONAL GUARANTY
Unconditional Guaranty • September 9th, 2005 • RGC Resources Inc • Natural gas transmisison & distribution
RGC RESOURCES, INC. Common Stock ($5.00 par value per share) At Market Issuance Sales Agreement
At Market Issuance Sales Agreement • March 5th, 2020 • RGC Resources Inc • Natural gas transmisison & distribution • New York

RGC Resources, Inc., a Virginia corporation (the “Company”), confirms its agreement (this “Agreement”) with Janney Montgomery Scott LLC (“Janney” or the “Agent”), as follows:

NATURAL GAS ASSET MANAGEMENT AGREEMENT BETWEEN ROANOKE GAS COMPANY AND SEQUENT ENERGY MANAGEMENT, L.P.
Natural Gas Asset Management Agreement • March 27th, 2018 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia

This Natural Gas Asset Management Agreement (the "Agreement") is made and entered into effective as of April 1, 2018, (the "Effective Date") by and between Roanoke Gas Company ("Counterparty"), a Virginia corporation, and Sequent Energy Management, L.P. ("Manager"), a Georgia limited partnership. Counterparty and Manager are sometimes hereinafter referred to collectively as the “Parties” and singularly as a “Party”.

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC A Delaware Series Limited Liability Company April 6, 2018
Limited Liability Company Agreement • July 3rd, 2018 • RGC Resources Inc • Natural gas transmisison & distribution • Delaware

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF MOUNTAIN VALLEY PIPELINE, LLC, dated as of April 6, 2018 (the “Effective Date”), is adopted and agreed to by Mountain Valley Pipeline, LLC, a Delaware limited liability company (the “Company”), MVP Holdco, LLC, a Delaware limited liability company (“EQT”), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company (“USG”), VED NPI IV, LLC, a Delaware limited liability company (“Vega Carryco”), WGL Midstream, Inc., a Delaware corporation (“WGL”), RGC Midstream, LLC, a Virginia limited liability company (“Roanoke”), and Con Edison Gas Pipeline and Storage, LLC, a New York limited liability company (“Con Edison”), and each Person from time to time admitted to the Company as a Member in accordance with the terms hereof.

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UNCONDITIONAL PARENT GUARANTY
Unconditional Parent Guaranty • December 9th, 2019 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia

This continuing Unconditional Parent Guaranty (“Guaranty”) is entered into as of December 6, 2019, by RGC RESOURCES, INC., a Virginia corporation (“Guarantor”), in favor of each of the Holders (as defined below).

NATURAL GAS ASSET MANAGEMENT AGREEMENT PREAMBLE
Natural Gas Asset Management Agreement • February 14th, 2002 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia
LOAN AGREEMENT
Loan Agreement • February 13th, 2004 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia

This Loan Agreement (the “Agreement”) dated as of September 26, 2003, by and between Bank of America, N.A., a national banking association (“Lender”) and the Borrower described below.

GUARANTY
Guaranty • November 4th, 2021 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia

This GUARANTY (this “Guaranty”), dated as of November 1, 2021, by and between RGC RESOURCES, INC., a Virginia corporation (“Guarantor”), and ATLANTIC UNION BANK (“Lender”).

UNCONDITIONAL GUARANTY
Unconditional Guaranty • March 26th, 2009 • RGC Resources Inc • Natural gas transmisison & distribution
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC
Limited Liability Company Agreement • February 8th, 2017 • RGC Resources Inc • Natural gas transmisison & distribution • Delaware

This SECOND AMENDMENT (this “Amendment”) TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or otherwise modified from time to time, including by that certain First Amendment to Second Amended and Restated Limited Liability Company Agreement, dated January 21, 2016, the “Second A&R Agreement;” as modified by this Amendment, the “Agreement”) OF MOUNTAIN VALLEY PIPELINE, LLC, dated March 10, 2015, is adopted, executed and agreed to as of October 24, 2016 by MVP Holdco, LLC, a Delaware limited liability company (“EQT”), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company (“USG”), WGL Midstream, Inc., a Delaware corporation (“WGL”), VED NPI IV, LLC, a Delaware limited liability company (“Vega Carryco”), Vega Midstream MVP LLC, a Delaware limited liability company (“Vega”), and Mountain Valley Pipeline, LLC, a Delaware limited liability company (the “Company”). EQT, USG, WGL, Vega Carryco, Vega and the Company are sometimes re

GUARANTY AGREEMENT
Guaranty Agreement • June 17th, 2019 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia

As an inducement to Branch Banking and Trust Company ("Bank"), to extend credit to and to otherwise deal with RGC MIDSTREAM, LLC ("Borrower"), and in consideration thereof, the undersigned (the “Guarantor” and each of the undersigned Guarantors, jointly and severally, if more than one) hereby unconditionally guarantees to Bank and its successors and assigns the due and punctual payment of any and all notes, drafts, debts, ACH obligations and liabilities, primary or secondary (whether by way of endorsement or otherwise), of Borrower, at any time, including without limitation, all obligations of Borrower under any swap / interest rate protection agreements, whether now existing or hereafter incurred with or held by Bank, together with interest, as and when the same become due and payable, and whether by acceleration or otherwise (collectively, the “Obligations”), in accordance with the terms of the Obligations including all renewals, extensions and modifications thereof. This Guaranty is

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC
Limited Liability Company Agreement • May 6th, 2016 • RGC Resources Inc • Natural gas transmisison & distribution • Delaware

This FIRST AMENDMENT (this “Amendment”) TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Second A&R Agreement;” as modified by this Amendment, the “Agreement”) OF MOUNTAIN VALLEY PIPELINE, LLC, dated March 10, 2015, is adopted, executed and agreed to as of January 21, 2016 by MVP Holdco, LLC, a Delaware limited liability company (“EQT”), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company (“USG”), and Mountain Valley Pipeline, LLC, a Delaware limited liability company (the “Company”). EQT, USG and the Company are sometimes referred to herein collectively as the “Parties,” and each, a “Party.”

Continuing and Unconditional Guaranty
Continuing and Unconditional Guaranty • February 13th, 2004 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia
ROANOKE GAS COMPANY PRIVATE SHELF FACILITY PRIVATE SHELF AGREEMENT DATED SEPTEMBER 30, 2015
Private Shelf Agreement • October 4th, 2017 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia

To each Prudential Affiliate which becomes bound by this Agreement as hereinafter provided (each, a “Purchaser” and collectively, the “Purchasers”):

TERM LOAN AGREEMENT
Term Loan Agreement • June 17th, 2019 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia

Borrower has requested that Lender provide a term loan facility, and Lender is willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements in this Agreement, the parties covenant and agree as follows:

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