EXHIBIT 10.2 AMENDED LOAN AGREEMENT

Exhibit 10.2

**FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT **

**THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT **(this “Amendment”) is made as of October 29, 2026, by and among ROANOKE GAS COMPANY, a Virginia corporation (the “Borrower”), RGC RESOURCES, INC., a Virginia corporation (the “Guarantor”), and PINNACLE BANK, a Tennessee bank (the “Lender”).

RECITALS

A.         Lender and Borrower entered into that certain Amended and Restated Loan Agreement** **dated as of March 24, 2023, as modified and amended by that certain Amendment to Promissory Note and Loan Agreement dated as of March 31, 2024, as further amended by that certain Second Amendment to Loan Agreement dated as of March 31, 2025, as further amended by that certain First Amendment to Amended and Restated Promissory Note and Third Amendment to Loan Agreement dated as of March 17, 2026, as further amended by that certain Fourth Amendment to Loan Agreement dated as of June 2, 2026 (as further modified or amended from time to time, collectively, the “Loan Agreement”), setting forth the terms and conditions of the Loan. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement. 

B.         Under the terms of the Loan Agreement, Lender agreed to make multiple extensions of credit (collectively, the “Loans”), including a Revolving Loan evidenced by that certain Second Amended and Restated Promissory Note (Revolving Loan) of even date herewith made by Borrower payable to the order of Lender in the original principal amount of up to Fifty Million and No/100 Dollars ($50,000,000.00) (as modified, amended, renewed, restated or replaced from time to time, the “Revolving Note”).

C.          To guaranty the Borrower’s payment and performance obligations under the Notes (specifically including, without limitation, the Revolving Note) and Loan Agreement, Guarantor executed that certain Amended and Restated Guaranty Agreement dated as of March 24, 2023 (as modified or amended from time to time, the “Guaranty Agreement”, taken together collectively with the Notes, Loan Agreement and any and all other Loan Documents executed by Borrower and/or Guarantor in connection with the Loans, as modified or amended from time to time, the “Loan Documents”).

D.        Lender, Borrower and Guarantor mutually desire to modify and amend the provisions of the Loan Agreement in the manner hereinafter set out, it being specifically understood that, except as herein modified and amended, the terms and provisions of the Loan Agreement shall remain unchanged and continue in full force and effect as therein written.

AGREEMENT

NOW, THEREFORE, effective as of the date first written above, Lender, Borrower and Guarantor, in consideration of Lender’s continued extension of credit and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the foregoing, hereby agree that the Loan Agreement shall be, and the same hereby are, modified and amended as follows:

A.         Conditions Precedent to Effectiveness of Modification. This Amendment shall not be effective unless each of the following conditions shall have been satisfied in Lender’s sole discretion or waived by Lender, for whose sole benefit such conditions exist: (a) Borrower shall have executed and delivered this Amendment to Lender; (b) Borrower shall have executed and delivered the Revolving Note (i.e., the Second Amended and Restated Promissory Note (Revolving Loan)) to Lender; (c) Lender shall have executed this Amendment; (c) Borrower shall have paid to Lender all fees due and payable in connection with this Amendment, including, without limitation, all administrative expenses, legal fees (including attorneys’ fees), and/or out-of-pocket expenses; and (d) Borrower shall have paid to Lender an amendment fee equal to Zero Dollars ($0.00).

B. **         Modifications.** Upon satisfaction of the foregoing conditions precedent, the Loan Agreement shall be, without further act or deed, modified and amended as follows:

1.         The Loan Agreement is hereby modified by deleting the second sentence of Section 2.02 thereof and replacing such sentence with the following text:

Advances of principal under the Revolving Loan and Revolving Note and the maximum principal balance thereunder shall not exceed: (a) $50,000,000.00 until and including September 30, 2027; (b) $30,000,000.00 from October 1, 2027 until and including March 31, 2028; (c) $20,000,000.00 from April 1, 2028 until and including September 30, 2028; and (c) $30,000,000.00 from October 1, 2028 until the Maturity Date (with such sums being hereinafter referred to as the “Revolving Loan Sublimits”). * *

2.         The following text is hereby added to the Loan Agreement as a new Section 2.02B thereof:

2.02B  Voluntary Reduction of Revolving Loan. * Borrower shall have the one-time right, to be completed on or before September 15, 2027, upon at least five (5) Business Days prior irrevocable written notice to the Lender, to permanently reduce, without premium or penalty, the maximum principal amount of the Revolving Loan by a minimum amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof (a “Voluntary Revolving Loan Reduction”). In connection with any Voluntary Revolving Loan Reduction: (a) any unused fees owing under Section 2.05 hereof that accrued prior to the effective date of any Voluntary Revolving Loan Reduction shall be paid in full on such effective date; (b) a Voluntary Revolving Loan Reduction may not be recalled, rescinded or revoked once submitted to Lender; and (c) a Voluntary Revolving Loan Reduction shall correspondingly reduce the Revolving Loan Sublimits set forth in Section 2.02 hereof.*

C.         Representations and Warranties**. **Borrower hereby represents and warrants that no Event of Default (as defined in the Loan Documents) has occurred and is continuing or would exist with notice or the lapse of time or both, under any of the Loan Documents, and that all representations and warranties herein and in the other Loan Documents are true and correct in all material respects. 

D.         Integration**. **The undersigned parties mutually agree that this Amendment shall become a part of the Loan Agreement by reference and that nothing herein contained shall impair the security now held for said indebtedness, nor shall waive, annul, vary or affect any provision, condition, covenant or agreement contained in the Loan Agreement, except as herein amended, nor affect or impair any rights, powers or remedies under the Loan Agreement, each as hereby amended.  Furthermore, Lender does hereby reserve all rights and remedies it may have against all parties who may be or may hereafter become primarily or secondarily liable for the repayment of the indebtedness evidenced by the Notes, in addition to any other rights and remedies Lender may have under the Loan Agreement or any of the other Loan Documents. 

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E.         Ratification**. **Borrower promises and agrees to pay and perform all of the requirements, conditions and obligations under the terms of the Notes, Loan Agreement and other Loan Documents, each as may have been hereby modified and amended, said documents being hereby ratified and affirmed.    Borrower expressly agrees that the Notes, Loan Agreement and other Loan Documents are in full force and effect and that Borrower has no right to setoff, counterclaim or defense to the payment thereof.  Any reference contained in the Loan Documents to the Loan Agreement shall hereinafter be deemed to be a reference to such document as amended hereby.  

F.         Guarantor Joinder**. **Guarantor joins in the execution of this Amendment as evidence of its knowledge of the provisions hereof and its consent to the modifications herein made.  Guarantor does hereby confirm, ratify and reaffirm the obligations contained in its Guaranty Agreement, including with respect to the amendments contemplated hereby.  In amplification of the foregoing, Guarantor hereby acknowledges and agrees that the term “Obligations” set forth in its Guaranty Agreement shall expressly include, without limitation, the Delayed Draw Term Loan.  Guarantor does further confirm that it has no right of set-off, counterclaim or defense to the obligations contained in the Guaranty Agreement.  Any and all references in each Guaranty Agreement to any Loan Document shall hereinafter be deemed to be a reference to such document as amended hereby.

**G.         Fees and Expenses. **This Amendment shall be closed without cost to Lender and all expenses incurred in connection with this closing (including, without limitation, all attorneys’ fees) are to be paid by Borrower.  Lender is not providing legal advice or services to Borrower.

H.         Choice of Law**. **This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflict of laws.

I.         Successors and Assigns**. **This Amendment shall be binding upon and inure to the benefit of any assignee or the respective heirs, executors, administrators, successors and assigns of the parties hereto.

J.          Allonge**. **This Amendment shall be attached to the Note as an allonge and shall become a part thereof as fully as if set forth therein.

K.         Counterparts**. **This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute any of such counterparts.

[SIGNATURE PAGES FOLLOW]

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**FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT **

[SIGNATURE PAGE]

IN WITNESS WHEREOF, this Amendment has been executed under seal by the parties hereto and delivered on the date and year first above written.

BORROWER:

ROANOKE GAS COMPANY, a Virginia corporation

and

GUARANTOR:

RGC RESOURCES, INC., a Virginia corporation

and

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FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

[SIGNATURE PAGE]

IN WITNESS WHEREOF, this Amendment has been executed under seal by the parties hereto and delivered on the date and year first above written.

LENDER:

PINNACLE BANK, a Tennessee bank

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