EX-10.2






Exhibit 10.2









REPLACEMENT TERM NOTE

New York




	 	 	 
	October 16, 2008

	 	$6,000,000.00






BORROWER (Name): Corning Natural Gas Corporation

(Organizational Structure): Corporation

(State Law organized under): New York

(Address of residence/chief executive office): 330 West William Street, Corning, New York 14830





			
	BANK:	 	MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation with its banking
offices at One M&T Plaza, Buffalo, NY 14203. Attention: Office of the General Counsel.




Promise to Pay. For value received, intending to be legally bound, Borrower promises to pay to the
order of the Bank, on the dates set forth below, the principal sum of Six Million and 00/100
Dollars ($6,000,000.00) (the “Principal”) plus interest as agreed below and all fees and costs
(including without limitation attorneys’ fees and disbursements whether for internal or outside
counsel) the Bank incurs in order to collect any amount due under this Note, to negotiate or
document a workout or restructuring, or to preserve its rights or realize upon any guaranty or
other security for the payment of this Note (“Expenses”).



Interest. The unpaid Principal of this Note shall earn interest calculated on the basis of a
360-day year for the actual number of days of each year (365 or 366), from and including the date
the proceeds of this Note are disbursed to, but not including, the date all amounts hereunder are
paid in full, at a rate per year which shall be:



þ     5.96%.



o     [                      percentage points above] the rate in effect each day as the rate announced by the
Bank as its prime rate of interest.



If no rate is specified above, interest shall accrue at the Maximum Legal Rate (defined below).



Maximum Legal Rate. It is the intent of the Bank and Borrower that in no event shall interest be
payable at a rate in excess of the maximum rate permitted by applicable law (the “Maximum Legal
Rate”). Solely to the extent necessary to prevent interest under this Note from exceeding the
Maximum Legal Rate, Borrower agrees that any amount that would be treated as excessive under a
final judicial interpretation of applicable law shall be deemed to have been a mistake and
automatically canceled, and, if received by the Bank, shall be refunded to Borrower, without
interest.



Default Rate. If an Event of Default (defined below) occurs, the interest rate on the unpaid
Principal shall immediately be automatically increased five (5) percentage points per year above
the otherwise applicable rate per year, and any judgment entered hereon or otherwise in connection
with any suit to collect amounts due hereunder shall bear interest at such default rate.



Repayment of Principal and Interest; Late Charge. Payments shall be made in immediately available
United States funds at any banking office of the Bank. Interest will continue to accrue until
payment is actually received. If payment is not received within five (5) days of its due date,
Borrower shall pay a late charge equal to the greatest of (a) $50.00, (b) five percent (5%) of the
delinquent amount or (c) the Bank’s then current late charge as announced from time to time. If
this Note is secured by a one- to six-family owner-occupied residence, the late charge shall equal
2% of the delinquent amount and shall be payable if payment is not received within fifteen days of
its due date. Payments may be applied in any order in the sole discretion of the Bank but, prior to
default, shall be applied first to past due interest, Expenses, late charges and principal, then to
current interest, Expenses, late charges and principal, and last to remaining principal.



The Maturity Date of this Note is November 7, 2013.





			
	o     	 	Borrower shall pay the entire Principal on the Maturity Date. In addition, until the
outstanding Principal is paid in full, payments of all accrued and unpaid interest in amounts which
will vary will become due and payable on the                                                day of each:

o month      o quarter      o year
commencing on                     
                    
                    , 20  
              .






			
	o     	 	Borrower shall pay the Principal in                                          consecutive     o monthly      o quarterly      o annual
installments commencing on                     
                    
                                     
   , 20                     and on the
                                         day of each

o month     o quarter      o year thereafter consisting of                                          equal installments
each in the amount of
$                                         and ONE (1) FINAL INSTALLMENT on the Maturity Date in an amount equal to the
outstanding Principal together with all other amounts outstanding hereunder including, without
limitation, accrued interest, costs and expenses.
In addition, until the outstanding Principal is paid in full, payments of all accrued and
unpaid interest in amounts which will vary will become due and payable on the                                         
day of each:     o month     o quarter     o year commencing on                                         , 20                    .






			
	þ     	 	Borrower shall pay Principal and interest in sixty (60) consecutive level     þ monthly      o quarterly
     o annual installments consisting of both Principal and interest, amortized over a period of twenty
(20) years, commencing on November 7, 2008 and on the 7th day of each     þ month     o quarter
     o year thereafter consisting of fifty-nine (59) equal installments of Principal and interest each in
the amount of $43,145.70 and ONE (1) FINAL INSTALLMENT on the Maturity Date in an amount equal to
the outstanding Principal together with all other amounts outstanding hereunder including, without
limitation, accrued interest, costs and expenses. PLEASE NOTE: The Final Installment may be higher
than expected if any payment is received after its due date.
Furthermore, to the extent that (i) the repayment terms of this Note contemplate level
installments of Principal and interest during any period in which the applicable interest rate
is a variable rate (“Variable Rate P&I Period”), and (ii) during any such Variable Rate P&I
Period, the applicable interest rate changes in accordance with the terms of this Note, the
following provisions shall apply: (a) if the amount of accrued interest during any installment
period shall exceed the amount of Borrower’s scheduled installment of Principal and interest
for that period, the amount of the installment





	 	 	 	 	 
	 

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	 	©Manufacturers and Traders Trust Company, 2006






 









 







	 	 	due and payable to the Bank for that period shall be adjusted (i.e., increased) to equal the
amount of interest accrued for that period, so as to avoid negative amortization; and (b) in
all other instances of applicable interest rate fluctuation during a Variable Rate P&I Period,
Borrower’s scheduled installment of Principal and interest will remain the same and, in such
instances where the applicable interest rate increases, result in a greater portion of such
installment amount being applied to interest due, leaving less available to reduce the
Principal balance. Borrower understands that each scenario will result in a higher than
expected Principal balance due and payable to the Bank on the Maturity Date, and agrees that,
absent manifest error, the Bank’s determination of any amount due in connection herewith shall
be conclusive.




Prepayment Premium. During the term of this Note, Borrower shall have the option of paying the
unpaid Principal to the Bank in advance of the Maturity Date, in whole or in part, at any time and
from time to time upon written notice received by the Bank at least thirty (30) days prior to
making such payment; provided, however, if the interest rate in effect at the time of any
prepayment is fixed (meaning set at a fixed percentage for a defined period of time greater than
one day, whether in effect since the date of this Note or any subsequent date in connection with an
interest rate adjustment), as consideration of the privilege of making such prepayment, Borrower
shall pay to the Bank a premium equal to the present value of the difference between (i) the amount
of interest that would have accrued on the prepaid Principal from the date of prepayment through
the earlier of the Maturity Date or the date of the next scheduled interest rate adjustment, if any
(“Measurement Period”) at the fixed interest rate in effect on the date of prepayment and (ii) the
amount of interest that would have accrued on the prepaid Principal during the Measurement Period
at the Current Market Rate. “Current Market Rate” shall mean the most recent yield on United States
Treasury Obligations adjusted to a constant maturity having a term most nearly corresponding to the
Measurement Period, in effect two (2) business days prior to the date of prepayment, as published
by the Board of Governors of the Federal Reserve System in the Federal Reserve Statistical Release
H.15 (519), or by such other quoting service, index or commonly available source utilized by the
Bank for such purposes. The present value calculation used herein shall use the Current Market Rate
as the discount rate and shall be calculated as if each installment of Principal had been made as
scheduled pursuant to the terms of this Note. Any partial prepayment of Principal shall be applied
in inverse order of maturity. With any prepayment in full of the Principal, Borrower shall also pay
to the Bank all accrued interest and Expenses owing pursuant to this Note. In the event the
Maturity Date of this Note is accelerated following an Event of Default, any tender of payment of
the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be
expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Bank
shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate
prepayment premium calculated in accordance with the terms of this Note.



Representations, Warranties and Covenants. Borrower represents and warrants to and agrees and
covenants with the Bank that now and until this Note is paid in full:




     a. Business Purpose. The Loan proceeds shall be used only for a business purpose and not for
any personal, family or household purpose, unless the following box is checked: o Personal Loan.



     b. Good Standing; Authority. Borrower is an entity or sole proprietor (i) duly organized and
existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duly
qualified, in good standing and authorized to do business in every jurisdiction in which failure to
be so qualified might have a material adverse effect on its business or assets and (iii) has the
power and authority to own each of its assets and to use them as contemplated now or in the future.



     c. Legality. The execution, issuance, delivery to the Bank and performance by Borrower of this
Note (i) are in furtherance of Borrower’s purposes and within its power and authority; (ii) do not
(A) violate any statute, regulation or other law or any judgment, order or award of any court,
agency or other governmental authority or of any arbitrator or (B) violate Borrower’s certificate
of incorporation or other governing instrument, constitute a default under any agreement binding on
Borrower, or result in a lien or encumbrance on any assets of Borrower; and (iii) have been duly
authorized by all necessary corporate or partnership action.



     d. Compliance. The Borrower conducts its business and operations and the ownership of its
assets in compliance with each applicable statute, regulation and other law, including without
limitation environmental laws. All approvals, including without limitation authorizations, permits,
consents, franchises, licenses, registrations, filings, declarations, reports and notices (the
“Approvals”) necessary to the conduct of Borrower’s business and for Borrower’s due issuance of
this Note have been duly obtained and are in full force and effect. The Borrower is in compliance
with all conditions of each Approval.



     e. Financial and Other Information. For each year until this Note is paid in full, Borrower
shall provide to the Bank in form and number of copies and by accountants satisfactory to the Bank,
within ninety(90) days after the end of each fiscal year of the Borrower, statements of income and
cash flows and the financial position and balance sheet of the Borrower as of the fiscal year end,
each in reasonable detail and certified by an officer or member of Borrower to have been prepared
in accordance with generally accepted accounting principles to present fairly the results of
Borrower’s operations and cash flows and its financial position in conformity with such principles,
and to be correct,
complete and in accordance with Borrower’s records. Promptly upon the request of the Bank from
time to time, Borrower shall supply all additional information requested and permit the Bank’s
officers, employees, accountants, attorneys and other agents to (i) visit and inspect each of
Borrower’s premises, (ii) examine, audit, copy and extract from Borrower’s records and (iii)
discuss Borrower’s or its affiliates’ business, operations, assets, affairs or condition (financial
or other) with its responsible officers and independent accountants.



     f. Accounting; Tax Returns and Payment of Claims. Borrower will maintain a system of
accounting and reserves in accordance with generally accepted accounting principles, has filed and
will file each tax return required of it and, except as disclosed in an attached schedule, has paid
and will pay when due each tax, assessment, fee, charge, fine and penalty imposed by any taxing
authority upon Borrower or any of its assets, income or franchises, as well as all amounts owed to
mechanics, materialmen, landlords, suppliers and the like in the ordinary course of business.



     g. Title to Assets; Insurance. Borrower has good and marketable title to each of its assets
free of security interests and mortgages and other liens except as disclosed in its financial
statements or on a schedule attached to this Note or pursuant to the Bank’s prior written consent.
Borrower will maintain its property in good repair and will maintain and on request provide the
Bank with evidence of insurance coverage satisfactory to the Bank including without limitation fire
and hazard, liability, worker’s compensation and business interruption insurance and flood hazard
insurance as required.



     h. Judgments and Litigation. There is no pending or threatened claim, audit, investigation,
action or other legal proceeding or judgment, order or award of any court, agency or other
governmental authority or arbitrator (each an “Action”) which involves Borrower or its assets and
might have a material adverse effect upon Borrower or threaten the validity of this Note or any
related document or transaction. Borrower will immediately notify the Bank in writing upon
acquiring knowledge of any such Action.



     i. Notice of Change of Address and of Default. Borrower will immediately notify the Bank in
writing (i) of any change in its address or of the location of any collateral securing this Note,
(ii) of the occurrence of any Event of Default defined below, (iii) of any material change in
Borrower’s ownership or management and (iv) of any material adverse change in Borrower’s ability to
repay this Note.



	 	 	 	 	 
	 

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     j. No Transfer of Assets. Until this Note is paid in full, Borrower shall not without the
prior written consent of the Bank (i) sell or otherwise dispose of substantially all of its assets,
(ii) acquire substantially all of the assets of another entity, (iii) if it is a corporation,
participate in any merger, consolidation or other absorption or (iv) agree to do any of these
things.


Events of Default. The following constitute an event of default (“Event of Default”): (i) failure
by Borrower to make any payment when due (whether at the stated maturity, by acceleration or
otherwise) of the amounts due under this Note, or any part thereof, or there occurs any event or
condition which after notice, lapse of time or both will permit such acceleration; (ii) Borrower
defaults in the performance of any covenant or other provision with respect to this Note or any
other agreement between Borrower and the Bank or any of its affiliates or subsidiaries
(collectively, “Affiliates”); (iii) Borrower fails to pay when due (whether at the stated maturity,
by acceleration or otherwise) any indebtedness for borrowed money owing to the Bank (other than
under this Note), any third party or Affiliate or the occurrence of any event which could result in
acceleration of payment of any such indebtedness or the failure to perform any agreement with any
third party or Affiliate; (iv) the reorganization, merger, consolidation or dissolution of Borrower
(or the making of any agreement therefor); the sale, assignment, transfer or delivery of all or
substantially all of the assets of Borrower to a third party; or the cessation by Borrower as a
going business concern; (v) the death or judicial declaration of incompetency of Borrower, if an
individual; (vi) failure to pay, withhold or collect any tax as required by law; the service or
filing against Borrower or any of its assets of any lien (other than a lien permitted in writing by
the Bank), judgment, garnishment, order or award; (vii) if Borrower becomes insolvent or is
generally not paying its debts as such debts become due; (viii) the making of any general
assignment by Borrower for the benefit of creditors; the appointment of a receiver or similar
trustee for Borrower or its assets; or the making of any, or sending notice of any intended, bulk
sale; (ix) Borrower commences, or has commenced against it, any proceeding or request for relief
under any bankruptcy, insolvency or similar laws now or hereafter in effect in the United States of
America or any state or territory thereof or any foreign jurisdiction or any formal or informal
proceeding for the dissolution or liquidation of, settlement of claims against or winding up of
affairs of Borrower; (x) any representation or warranty made in this Note, any related document,
any agreement between Borrower and the Bank or any Affiliate or in any financial statement of
Borrower proves to have been misleading in any material respect when made; Borrower omits to state
a material fact necessary to make the statements made in this Note, any related document, any
agreement between Borrower and the Bank or any Affiliate or any financial statement of Borrower not
misleading in light of the circumstances in which they were made; or, if upon the date of execution
of this Note, there shall have been any material adverse change in any of the facts disclosed in
any financial statement, representation or warranty that was not disclosed in writing to the Bank
at or prior to the time of execution hereof; (xi) any pension plan of Borrower fails to comply with
applicable law or has vested unfunded liabilities that, in the opinion of the Bank, might have a
material adverse effect on Borrower’s ability to repay its debts; (xii) an adverse change in the
Borrower, its business, assets, operations, management, ownership, affairs or condition (financial
or otherwise) from the status shown on any financial statement or other document submitted to the
Bank or any Affiliate, and which change the Bank determines will have a material adverse effect on
(a) the Borrower, its business, assets, operations or condition (financial or otherwise), or (b)
the ability of the Borrower to pay or perform any obligation to the Bank; (xiii) the occurrence of
any event described
in sub-paragraph (i) through and including (xii) hereof with respect to any
guarantor or any other party liable for, or whose assets or any interest therein secures, payment
of any of the amounts due under this Note (“Guarantor”); (xiv) Borrower fails to supply new or
additional collateral within ten (10) days of request by the Bank; or (xv) the Bank in good faith
deems itself insecure with respect to payment or performance under this Note.



Rights and Remedies Upon Default. Upon the occurrence of any Event of Default, the Bank without
demand of performance or other demand, presentment, protest, advertisement or notice of any kind
(except any notice required by law) to or upon the Borrower or any other person (all and each of
which demands, presentments, protests, advertisements and notices are hereby waived), may exercise
all rights and remedies under the Borrower’s agreements with the Bank or its Affiliates, applicable
law, in equity or otherwise and may declare all or any part of any amounts due hereunder not
payable on demand to be immediately due and payable without demand or notice of any kind and
terminate any obligation it may have to grant any additional loan, credit or other financial
accommodation to the Borrower. All or any part of any amounts due hereunder whether or not payable
on demand, shall be immediately due and payable automatically upon the occurrence of an Event of
Default in sub-paragraph (ix) above, or at the Bank’s option, upon the occurrence of any other
Event of Default. The provisions hereof are not intended in any way to affect any rights of the
Bank with respect to any amounts due hereunder which may now or hereafter be payable on demand.



Right of Setoff. The Bank shall have the right to set off against the amounts owing under this Note
any property held in a deposit or other account with the Bank or any Affiliates or otherwise owing
by the Bank or any Affiliates in any capacity to Borrower or any Guarantor or endorser of this
Note. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such
Affiliate elects to do so.



Miscellaneous. This Note, together with any related loan and security agreements and guaranties,
contains the entire agreement between the Bank and Borrower with respect to the Note, and
supersedes every course of dealing, other conduct, oral agreement and representation previously
made by the Bank. All rights and remedies of the Bank under applicable law and this Note or
amendment of any provision of this Note are cumulative and not exclusive. No single,
partial or delayed exercise by the Bank of any right or remedy shall preclude the subsequent
exercise by the Bank at any time of any right or remedy of the Bank without notice. No waiver or
amendment of any provision of this Note shall be effective unless made specifically in writing by
the Bank. No course of dealing or other conduct, no oral agreement or representation made by the
Bank, and no usage of trade, shall operate as a waiver of any right or remedy of the Bank. No
waiver of any right or remedy of the Bank shall be effective unless made specifically in writing by
the Bank. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Bank’s
course of business may be admitted into evidence as an original. This Note is a binding obligation
enforceable against Borrower and its successors and assigns and shall inure to the benefit of the
Bank and its successors and assigns. If a court deems any provision of this Note invalid, the
remainder of the Note shall remain in effect. Section headings are for convenience only. Singular
number includes plural and neuter gender includes masculine and feminine as appropriate.



Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in
writing and duly given if delivered to Borrower (at its address on the Bank’s records) or to the
Bank (at the address on page one and separately to the Bank officer responsible for Borrower’s
relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all
purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or
(ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an
official depository maintained by the United States Post Office for the collection of mail or one
(1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal
Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower
and the Bank.



Joint and Several. If there is more than one Borrower, each of them shall be jointly and severally
liable for all amounts and obligations which become due under this Note and the term “Borrower”
shall include each as well as all of them.



Governing Law; Jurisdiction. This Note has been delivered to and accepted by the Bank and will be
deemed to be made in the State of New York. Except as otherwise provided under federal law, this
Note will be interpreted in accordance with the laws of the State of New York excluding its
conflict of laws rules. BORROWER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY
STATE OR FEDERAL COURT IN NEW YORK STATE IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS
A BRANCH AND CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT
BORROWER’S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED
IN THIS NOTE WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR
EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY
OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrower
acknowledges and agrees that the venue provided above is





					
	 	 	 	 	 
	 
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	 	© Manufacturers and Traders Trust Company, 2006






 









 







the most convenient forum for both the Bank and Borrower. Borrower waives any objection to venue
and any objection based on a more convenient forum in any action instituted under this Note.



Waiver of Jury Trial. BORROWER AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE
ANY RIGHT TO TRIAL BY JURY BORROWER AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN
EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND
WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER
ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE
PROVISIONS OF THIS SECTION.



þ Amended and Restated Note. The Borrower acknowledges, agrees and understands that this Note is
given in replacement of and in substitution for, but not in payment of, a prior note dated on or
about May 7, 2008, in the original principal amount of $6,000,000.00, given by Borrower in favor of
the Bank (or its predecessor-in-interest), as the same may have been amended or modified from time
to time (“Prior Note”), and further, that: (a) the obligations of the Borrower as evidenced by the
Prior Note shall continue in full force and effect, as amended and restated by this Note, all of
such obligations being hereby ratified and confirmed by the Borrower; (b) any and all liens,
pledges, assignments and security interests securing the Borrower’s obligations under the Prior
Note shall continue in full force and effect, are hereby ratified and confirmed by the Borrower,
and are hereby acknowledged by the Borrower to secure, among other things, all of the Borrower’s
obligations to the Bank under this Note, with the same priority, operation and effect as that
relating to the obligations under the Prior Note; and (c) nothing herein contained shall be
construed to extinguish, release, or discharge, or constitute, create, or effect a novation of, or
an agreement to extinguish, the obligations of the Borrower with respect to the indebtedness
originally described in the Prior Note or any of the liens, pledges, assignments and security
interests securing such obligations.



Preauthorized Transfers from Deposit Account. If a deposit account number is provided in the
following blank Borrower hereby authorizes the Bank to debit Borrower’s deposit account
#                                         with the Bank automatically for any amount which becomes due under this
Note.



Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this
Note, including the Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by
counsel as necessary or appropriate.




	 	 	 	 
	 	 	CORNING NATURAL GAS CORPORATION

 
	 	 	By:  	/s/ Michael I. German
 
	 	 	 	Michael I. German, President 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Signature of Witness 	 	 
	 	 	 
	 	 	 
	Typed Name of Witness 	 	 
	 





ACKNOWLEDGMENT




	 	 	 
	STATE OF NEW YORK)
	 	 
	 

	 	: SS.
	COUNTY OF STEUBEN)
	 	 






          On the                      day of October, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared MICHAEL I. GERMAN, personally known to me or proved to
me on the basis of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.




	 	 	 	 	 
	 	 	 
	 	  	 
	 	 	Notary Public 
	 	 	 	 
	 



 





FOR BANK USE ONLY




	 	 	 
	Authorization Confirmed:

	 	 
	 

	 	 
	Disbursement of Funds:
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit A/C

	 	#	 	 
	 	Off Ck
	 	#	 	 
	 	Payoff Obligation
	 	#	 	 
	 

	 	$	 	 	 	 	 	$	 	 	 	 	 	$	 	 








					
	 	 	 	 	 
	 
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	 	© Manufacturers and Traders Trust Company, 2006