Exhibit 10.3
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SWAP TRANSACTION CONFIRMATION
| To: | Roanoke Gas Company ("Counterparty") |
| Attention: | Tim Mulvaney |
| Phone: | |
| Email: | tim_mulvaney@rgcresources.com |
| From: | Pinnacle Bank ("Pinnacle") |
| Attention: | Jim Dorwaldt |
| Phone: | 205-868-6474 |
| Email: | JimDorwaldt@Synovus.com |
| Reference: | DPI820492 |
| Unique Transaction Identifier (UTI): | 549300CDOC4F7XSRG390820492 |
| Unique Product Identifier (UPI): | QZF25J67LDS9 |
| Date: | June 02, 2026 |
Dear Sir / Madam,
The purpose of this letter (this "Confirmation") is to confirm the terms and conditions of the transaction ("Transaction") entered into between Pinnacle Bank and Roanoke Gas Company.
This Confirmation incorporates, is subject to and governed by, the 2021 ISDA Interest Rate Derivatives Definitions (the "Swap Definitions"), the ISDA Non-ECP Guarantor Exclusionary Terms (the "Exclusionary Terms"), and the ISDA ECP Guarantor Keepwell Terms (the "Keepwell Terms"), in each case, as published by the International Swaps and Derivatives Associations, Inc. ("ISDA"). Any terms used and not otherwise defined in this Confirmation that are contained in the Swap Definitions shall have the respective meanings specified therein (without any regard to any amendments thereto after the date of this Confirmation). In the event of any inconsistency between the provisions of the Confirmation and the Swap Definitions, this Confirmation will prevail.
- The terms of the particular Transaction to which the Confirmation relates are as follows:
| Transaction Type: | Interest Rate Swap |
| Currency for Payments: | U.S. Dollars |
| Notional Amount: | 15,000,000.00 |
| Term: | |
| Trade Date: | June 2, 2026 |
| Effective Date: | August 20, 2026 |
| Termination Date | August 20, 2029 |
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| Fixed Amounts: | |
| Fixed Rate Payer: | Counterparty |
| Period End Dates: | Monthly on the 1st of the month, commencing September 1st, 2026 through and including the Termination Date, subject to No Adjustment |
| Payment Dates: | Monthly on the 1st of the month, commencing September 1st, 2026 thorough and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention |
| Business Day Convention: | Following |
| Business Day: | New York |
| Fixed Rate: | 5.13000% |
| Fixed Rate Day Count Fraction: | ACT/360 |
| Floating Amounts: | |
| Floating Rate Payer: | Pinnacle |
| Period End Dates: | Monthly on the 1st of the month, commencing September 1st, 2026 through and including the Termination Date, subject to No Adjustment |
| Payment Dates: | Monthly on the 1st of the month, commencing September 1st, 2026 thorough and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention |
| Business Day Convention: | Following |
| Business Day: | New York |
| Floating Rate for initial Calculation Period: | TBD |
| Floating Rate Option: | USD-SOFR CME Term |
| Designated Maturity: | 1 Month |
| Spread: | 1.00000% |
| Floating Rate Day Count Fraction: | ACT/360 |
| Floating Rate determined: | Two U.S. Government Securities Business Day(s) prior to each Reset Date |
| Reset Dates: | The first day of each Calculation Period |
| Method of Averaging: | Not Applicable |
| Compounding: | Not Applicable |
- The additional provisions of this Confirmation are as follows:
| Calculation Agent: | Pinnacle |
| Payments to Pinnacle: | Standard Settlement Instructions |
| Payments to Counterparty: | Standard Settlement Instructions |
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Eligibility:
Each party represents that it is an "eligible contract participant" within the meaning of the Commodity Exchange Act (7 U.S.C. § 1 et sec), as amended.
Documentation:
The Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Pinnacle and Counterparty dated as of September 24, 2021, as amended and supplemented from time to time (the "ISDA Master Agreement"). All provisions contained or incorporated by reference in the ISDA Master Agreement will govern this Confirmation except as expressly modified herein. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this confirmation and returning it to us.
| Very truly yours, | |||
| Pinnacle Bank | |||
| By: | /s/ James Dorwaldt | ||
| James Dorwaldt | |||
| Derivatives Manager | |||
| Pinnacle Bank |
Accepted and Confirmed as of date first written above:
| Roanoke Gas Company, a Virginia corporation | ||
| By: | /s/ Timothy J. Mulvaney | |
| Tim Mulvaney | ||
| Authorized Signer |