EX-10.1






Exhibit 10.1









CREDIT AGREEMENT

New York




Buffalo, New York October 16, 2008




Borrower: Corning Natural Gas Corporation




a(n) o individual þ corporation o general partnership o limited liability company o                      
                                                           




organized under the laws of New York




having its chief executive office at 330 West William Street, Corning, New York 14830.





	Bank:	 	MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation with its chief
executive office at One M&T
Plaza, Buffalo, NY 14240. Attention: Office of General Counsel.




The Bank and the Borrower agree as follows:





	1.	 	DEFINITIONS.






	 	a.	 	“Capital Expenditures” means, for any fiscal year, the aggregate of all expenditures
(whether paid in cash or accrued as liabilities, and including expenditures for obligations
under any lease with respect to which Borrower’s obligations thereunder should, in accordance
with G.A.A.P., be capitalized and reflected as a liability on the balance sheet of Borrower) by
Borrower during such period that are required by G.A.A.P. to be included in or reflected by the
property, plant or equipment or similar fixed asset accounts on the balance sheet of Borrower.
	 
	 	b.	 	“Cash Flow” means the sum of (i) net income after tax, dividends and distributions, plus
(ii) depreciation expense and amortization, plus (iii) Interest Expense, all determined in
accordance with G.A.A.P.
	 
	 	c.	 	“Cash Flow Coverage” means the ratio of Cash Flow to the sum of (i) the current portion of
all Long Term Debt as specified in the financial statement dated twelve (12) months prior, plus
(ii) Interest Expense, all determined in accordance with G.A.A.P
	 
	 	d.	 	“Credit” means any and all credit facilities and any other financial accommodations made by
the Bank in favor of the Borrower whether now or hereafter in existence.
	 
	 	e.	 	“Current Assets” means, at any time, the aggregate amount of all current assets, including,
but not limited to, cash, cash equivalents, marketable securities, receivables maturing within
twelve (12) months from such time, and inventory (net of LIFO Reserve), but excluding prepaid
expenses and officer, stockholder, employee and related entity advances and receivables, all as
determined in accordance with G.A.A.P.
	 
	 	f.	 	“Current Liabilities” means, at any time, the aggregate amount of all liabilities and
obligations which are due and payable on demand or within twelve (12) months from such time, or
should be properly reflected as attributable to such twelve (12) month period in accordance
with G.A.A.P.
	 
	 	g.	 	“Current Ratio” means the ratio of Current Assets to Current Liabilities.
	 
	 	h.	 	“G.A.A.P.” means, with respect to any date of determination, generally accepted accounting
principles as used by the Financial Accounting Standards Board and/or the American Institute of
Certified Public Accountants consistently applied and maintained throughout the periods
indicated.
	 
	 	i.	 	“Interest Expense” means all finance charges reflected on the income statement as interest
expense for all obligations of Borrower to any person, including, but not limited to, Bank, as
shown on the balance sheet in accordance with G.A.A.P.
	 
	 	j.	 	“Long Term Debt” means all obligations of Borrower to any person, including, but not limited
to, the Obligations, payable more than twelve (12) months from the date of their creation,
which in accordance with G.A.A.P. are shown on the balance sheet as a liability (excluding
reserves for deferred income taxes) for the period then ended.
	 
	 	k.	 	“Obligations” means any and all indebtedness or other obligations of the Borrower to the
Bank in any capacity, now existing or hereafter incurred, however created or evidenced,
regardless of kind, class or form, whether direct, indirect, absolute or contingent (including
obligations pursuant to any guaranty, endorsement, other assurance of payment or otherwise),
whether joint or several, whether from time to time reduced and thereafter increased, or
entirely extinguished and thereafter reincurred, together with all extensions, renewals and
replacements thereof, and all interest, fees, charges, costs or expenses which accrue on or in
connection with the foregoing, including any indebtedness or obligations (i) not yet
outstanding but contracted for, or with regard to which any other
commitment by the Bank exists; (ii) arising prior to, during or after any pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed
or allowable in such proceeding; (iii) owed by the Borrower to others and which the Bank
obtained, or may obtain, by assignment or otherwise; and (iv) payable under this Agreement.





					
	 	 	 	 	 
	 
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	 	l.	 	“Quick Ratio” means the ratio of Current Assets less inventory (net of LIFO Reserve), to
Current Liabilities.
	 
	 	m.	 	“Subordinated Debt” means all indebtedness of the Borrower which has been formally
subordinated to payment and collection of the Obligations.
	 
	 	n.	 	“Subsidiary” means any corporation or other business entity of which at least fifty percent
(50%) of the voting stock or other ownership interest is owned by the Borrower directly or
indirectly through one or more Subsidiaries. If the Borrower has no Subsidiaries, the
provisions of this Agreement relating to the Subsidiaries shall be disregarded, without
affecting the applicability of such provisions to the Borrower alone.
	 
	 	o.	 	“Tangible Net Worth” means the aggregate assets of Borrower excluding all intangible assets,
including, but not limited to, goodwill, licenses, trademarks, patents, copyrights,
organization costs, appraisal surplus, officer, stockholder, related entity and employee
advances or receivables, mineral rights and the like, less liabilities, plus Subordinated Debt,
all determined in accordance with G.A.A.P. (except to the extent that under G.A.A.P. “tangible
net worth” excludes leasehold improvements which are included in “Tangible Net Worth” as
defined herein).
	 
	 	p.	 	“Total Funded Debt” means all the combined debt of Borrower for borrowed money and
guaranties for borrowed money.
	 
	 	q.	 	“Total Liabilities” means the aggregate amount of all assets of the Borrower less the sum of
shareholder equity and Subordinated Debt (if any), as shown on the balance sheet in accordance
with G.A.A.P.
	 
	 	r.	 	“Transaction Documents” means this Agreement and all documents, instruments or other
agreements by the Borrower in favor of the Bank in connection (directly or indirectly) with the
Obligations, whether now or hereafter in existence, including promissory notes, security
agreements, guaranties and letter of credit reimbursement agreements.
	 
	 	s.	 	“Working Capital” means that amount which is equal to the excess of Current Assets over
Current Liabilities.






	2.	 	REPRESENTATIONS AND WARRANTIES. The Borrower makes the following representations and
warranties and any “Additional Representations and Warranties” on the schedule attached hereto
and made part hereof (the “Schedule”), all of which shall be deemed to be continuing
representations and warranties as long as this Agreement is in effect:






	 	a.	 	Good Standing; Authority. The Borrower and each Subsidiary (if either is not an individual)
is duly organized, validly existing and in good standing under the laws of the jurisdiction in
which it was formed. The Borrower and each Subsidiary is duly authorized to do business in each
jurisdiction in which failure to be so qualified might have a material adverse effect on its
business or assets and has the power and authority to own each of its assets and to use them in
the ordinary course of business now and in the future.
	 
	 	b.	 	Compliance. The Borrower and each Subsidiary conducts its business and operations and the
ownership of its assets in compliance with each applicable statute, regulation and other law,
including environmental laws. All approvals, including authorizations, permits, consents,
franchises, licenses, registrations, filings, declarations, reports and notices (the
“Approvals”) necessary for the conduct of the Borrower’s and each Subsidiary’s business and for
the Credit have been duly obtained and are in full force and effect. The Borrower and each
Subsidiary is in compliance with the Approvals. The Borrower and each Subsidiary (if either is
not an individual) is in compliance with its certificate of incorporation, by-laws, partnership
agreement, articles of organization, operating agreement or other applicable organizational or
governing document as may be applicable to the Borrower or a Subsidiary depending on its
organizational structure (“Governing Documents”). The Borrower and each Subsidiary is in
compliance with each agreement to which it is a party or by which it or any of its assets is
bound.
	 
	 	c.	 	Legality. The execution, delivery and performance by the Borrower of this Agreement and all
related documents, including the Transaction Documents, (i) are in furtherance of the
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 with respect to the Borrower or any Subsidiary or
(B) violate the Borrower’s or any Subsidiary’s Governing Documents (if either is not an
individual), constitute a default under any agreement binding on the Borrower or any Subsidiary
or result in a lien or encumbrance on any assets of the Borrower or any Subsidiary; and (iii)
if the Borrower or any Subsidiary is not an individual, have been duly authorized by all
necessary organizational actions.
	 
	 	d.	 	Fiscal Year. The fiscal year of the Borrower is the calendar year unless the following blank
states otherwise: year ending September 30th.
	 
	 	e.	 	Title to Assets. The Borrower and each Subsidiary has good and marketable title to each of
its assets free of security interests, mortgages or other liens or encumbrances, except as set
forth on the Schedule titled “Permitted Liens” or pursuant to the Bank’s prior written consent.
	 
	 	f.	 	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 (any, an “Action”) which involves the Borrower, its
Subsidiaries or their respective assets and might have a material adverse effect upon the
Borrower or any Subsidiary or threaten the validity of the Credit, any Transaction Document or
any related document or action.
	 
	 	g.	 	Full Disclosure. Neither this Agreement nor any certificate, financial statement or other
writing provided to the Bank by or on behalf of the Borrower or any Subsidiary contains any
statement of fact that is incorrect or misleading in any material respect or omits to state any
fact necessary to make any such statement not incorrect or misleading. The Borrower has not
failed to disclose to the Bank any fact that might have a material adverse effect on the
Borrower or any Subsidiary.




 





					
	 	 	 	 	 
	 
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	3.	 	AFFIRMATIVE COVENANTS. So long as this Agreement is in effect, the Borrower will comply with
any “Additional Affirmative Covenant” contained in the Schedule and shall:






	 	a.	 	Financial Statements and Other Information. Promptly deliver to the Bank (i) within sixty
(60) days after the end of each of its first three fiscal quarters, an unaudited accountant
prepared consolidating and consolidated financial statement of the Borrower and each Subsidiary
as of the end of such quarter, which financial statement shall consist of income and cash flows
for the quarter, for the corresponding quarter in the previous fiscal year and for the period
from the end of the previous fiscal year, with a consolidating and consolidated balance sheet
as of the quarter end all in such detail as the Bank may request; (ii) within one hundred
twenty (120) days after the end of each fiscal year, consolidating and consolidated statements
of the Borrower’s and each Subsidiary’s income and cash flows and its consolidating and
consolidated balance sheet as of the end of such fiscal year, setting forth comparative figures
for the preceding fiscal year and to be (check applicable box, if no box is checked the
financial statements shall be audited):





	 	 	 	 	 
	 
	 	 	 	 
	þ audited

	 	o reviewed
	 	o compiled






	 	 	 	by an independent certified public accountant acceptable to the Bank; all such statements
shall be certified by the Borrower’s chief financial officer to be correct and in
accordance with the Borrower’s and each Subsidiary’s records and to present fairly the
results of the Borrower’s and each Subsidiary’s operations and cash flows and its financial
position at year end; and (iii) with each statement of income, a certificate executed by
the Borrower’s chief executive and chief financial officers or other such person
responsible for the financial management of the Borrower (A) setting forth the computations
required to establish the Borrower’s compliance with each financial covenant, if any,
during the statement period, (B) stating that the signers of the certificate have reviewed
this Agreement and the operations and condition (financial or other) of the Borrower and
each of its Subsidiaries during the relevant period and (C) stating that no Event of
Default occurred during the period, or if an Event of Default did occur, describing its
nature, the date(s) of its occurrence or period of existence and what action the Borrower
has taken with respect thereto. The Borrower shall also promptly provide the Bank with
copies of all annual reports, proxy statements and similar information distributed to
shareholders, partners or members, and copies of all filings with the Securities and
Exchange Commission and the Pension Benefit Guaranty Corporation, and shall provide, in
form satisfactory to the Bank, such additional information, reports or other information as
the Bank may from time to time reasonably request regarding the financial and business
affairs of the Borrower or any Subsidiary. If the Borrower is an individual, the Borrower
shall provide annually a personal financial statement in form and detail acceptable to the
Bank and such other financial information as the Bank may from time to time reasonably
request.
	 
	 	b.	 	Accounting; Tax Returns and Payment of Claims. The Borrower and each Subsidiary 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
the Schedule, has paid and will pay when due each tax, assessment, fee, charge, fine and
penalty imposed by any taxing authority upon it or any of its assets, income or franchises, as
well as all amounts owed to mechanics, materialmen, landlords, suppliers and the like in the
normal course of business.
	 
	 	c.	 	Inspections. Promptly upon the Bank’s request, the Borrower will permit, and cause its
Subsidiaries to permit, the Bank’s officers, attorneys or other agents to inspect its and its
Subsidiary’s premises, examine and copy its records and discuss its and its Subsidiary’s
business, operations and financial or other condition with its and its Subsidiary’s responsible
officers and independent accountants.
	 
	 	d.	 	Intentionally omitted.
	 
	 	e.	 	Changes in Management and Control. If the Borrower is not an individual, immediately upon
any change in the identity of the Borrower’s chief executive officers or in its beneficial
ownership, the Borrower will provide to the Bank a certificate executed by its senior
individual authorized to transact business on behalf of the Borrower, specifying such change.
	 
	 	f.	 	Notice of Defaults and Material Adverse Changes. Immediately upon acquiring reason to know
of (i) any Event of Default, (ii) any event or condition that might have a material adverse
effect upon the Borrower or any Subsidiary or (iii) any Action, the Borrower will provide to
the Bank a certificate executed by the Borrower’s senior individual authorized to transact
business on behalf of the Borrower, specifying the date(s) and nature of the event or the
Action and what action the Borrower or its Subsidiary has taken or proposes to take with
respect to it.
	 
	 	g.	 	Insurance. Maintain its, and cause its Subsidiaries to maintain, property in good repair and
will on request provide the Bank with evidence of insurance coverage satisfactory to the Bank,
including fire and hazard, liability, workers’ compensation and business interruption insurance
and flood hazard insurance as required.
	 
	 	h.	 	Further Assurances. Promptly upon the request of the Bank, the Borrower will execute, and
cause its Subsidiaries to execute, and deliver each writing and take each other action that the
Bank deems necessary or desirable in connection with any transaction contemplated by this
Agreement.






	4.	 	NEGATIVE COVENANTS. As long as this Agreement is in effect, the Borrower shall not violate,
and shall not suffer or permit any of its Subsidiaries to violate, any of the following
covenants and any “Additional Negative Covenant” on the Schedule. The Borrower shall not:






	 	a.	 	Intentionally omitted.
	 
	 	b.	 	Intentionally omitted.






					
	 	 	 	 	 
	 
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	 	c.	 	Intentionally omitted.
	 
	 	d.	 	Intentionally omitted.
	 
	 	e.	 	Intentionally omitted.
	 
	 	f.	 	Intentionally omitted.
	 
	 	g.	 	Changes In Form. (i) Transfer or dispose of substantially all of its assets, (ii) acquire
substantially all of the assets of any other entity, (iii) do business under or otherwise use
any name other than its true name or (iv) make any material change in its business, structure,
purposes or operations that might have a material adverse effect on the Borrower or any of its
Subsidiaries. If the Borrower or any Subsidiary is not an individual, (i) participate in any
merger, consolidation or other absorption or (ii) make, terminate or permit to be revoked any
election pursuant to Subchapter S of the Internal Revenue Code.






	5.	 	FINANCIAL COVENANTS. During the term of this Agreement, the Borrower shall not violate, and
shall not suffer or permit any of its Subsidiaries to violate, any of the following covenants
(complete applicable financial covenant) or any Additional Financial Covenants on the
Schedule. For purposes of this Section, if the Borrower has any Subsidiaries all references to
the Borrower shall include the Borrower and all of its Subsidiaries on a consolidated basis.
Unless a different measurement period is specified, compliance for the financial covenants
shall be required at all times.






	 	o	 	A. Borrower shall maintain Tangible Net Worth of not less than $                                   ,
measured (select one: quarterly or annually)                                     as of each (select one: quarter or
fiscal year)                                end.
	 
	 	þ	 	B. Borrower shall maintain a ratio of Total Funded Debt to Tangible Net Worth of not
greater than 1.4 : 1.0, measured annually as of each fiscal year end.
	 
	 	þ	 	 C. Borrower shall maintain a Fixed Charge Coverage Ratio of not less than 1.25 : 1.00,
which is defined as net operating revenues plus non-cash items minus dividends, unfunded
capital expenditures, operating and maintenance expenses, and taxes other than FIT over current
portion of long term debt, interest expense and capital lease payments, measured annually as of
each fiscal year end.
	 
	 	o	 	 D. Borrower shall maintain Working Capital of not less than $                                   ,
measured (select one: quarterly or annually)                                   as of each (select one: quarter or
fiscal year)                               end.
	 
	 	o	 	E. Borrower shall maintain Cash Flow Coverage of not less than
                                :                                , measured for the previous four quarters as of each (select one:
quarter or fiscal year)                               end.

	 
	 	o	 	F. Without the prior written consent of Bank, Borrower shall not make any Capital
Expenditures in excess of $                                 in the aggregate during any fiscal year of Borrower.

	 
	 	o	 	G. Borrower shall not pay or accrue during any fiscal year compensation (including but not
limited to all salary, bonuses, consulting, management or other fees, rentals and other
payments to any person owning or managing 5% or more of the Borrower or any relative or
cohabitant of such a person, and to any entity under common control with or controlling the
Borrower) exceeding $                                 in the aggregate.

	 
	 	o	 	H. Borrower shall not become obligated as lessee pursuant to operating leases exceeding
$                                 in the aggregate during any fiscal year.












	6.	 	DEFAULT.






	 	a.	 	Events of Default. Any of the following events or conditions shall constitute an “Event of
Default”: (i) failure by the Borrower to pay when due (whether at the stated maturity, by
acceleration, upon demand or otherwise) the Obligations, or any part thereof, or there occurs
any event or condition which after notice, lapse of time or after both notice and lapse of time
will permit acceleration of any Obligation; (ii) default by the Borrower in the performance of
any obligation, term or condition of this Agreement, the other Transaction Documents or any
other agreement with the Bank or any of its affiliates or subsidiaries (collectively,
“Affiliates”); (iii) failure by the Borrower to pay when due (whether at the stated maturity,
by acceleration, upon demand or otherwise) any indebtedness or obligation owing to any third
party or any Affiliate, the occurrence of any event which could result in acceleration of
payment of any such indebtedness or obligation or the failure to perform any agreement with any
third party or any Affiliate; (iv) the Borrower is dissolved, becomes insolvent, generally
fails to pay or admits in writing its inability generally to pay its debts as they become due;
(v) the Borrower makes a general
assignment, arrangement or composition agreement with or for the benefit of its creditors or
makes, or sends notice of any intended, bulk sale; the sale, assignment, transfer or delivery
of all or substantially all of the assets of the Borrower to a third party; or the cessation by
the Borrower as a going business concern; (vi) the Borrower files a petition in bankruptcy or
institutes any action under federal or state law for the relief of debtors or seeks or consents
to the appointment of an administrator, receiver, custodian or similar official for the wind up
of its business (or has such a petition or action filed against it and such petition action or
appointment is not dismissed or stayed within forty-five (45) days); (vii) the reorganization,
merger, consolidation or dissolution of the Borrower (or the making of any agreement therefor);
(viii) the death or judicial declaration of incompetency of the Borrower, if an individual;
(ix) the entry of any judgment or order of any court, other governmental authority or
arbitrator against the Borrower; (x) falsity, omission or inaccuracy of facts submitted to the
Bank or any Affiliate (whether in a financial statement or otherwise); (xi) an adverse change
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	 	 	 	the Borrower, its business, assets, operations, 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 affect on (a) the Borrower, its business, assets, operations or condition
(financial or otherwise), or (b) the ability of the Borrower to pay or perform the
Obligations; (xii) any pension plan of the 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 the Borrower’s ability to repay its debts; (xiii) any indication or
evidence received by the Bank that the Borrower may have directly or indirectly been
engaged in any type of activity which, in the Bank’s discretion, might result in the
forfeiture or any property of the Borrower to any governmental authority; (xiv) the
occurrence of any event described in Section 6(a)(i) through and including 6(a)(xiii) with
respect to any Subsidiary or to any endorser, guarantor or any other party liable for, or
whose assets or any interest therein secures, payment of any of the Obligations; or (xv)
the Bank in good faith deems itself insecure with respect to payment or performance of the
Obligations.
	 
	 	b.	 	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, any Subsidiary 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 or its
Subsidiaries’ agreements with the Bank or its Affiliates, applicable law, in equity or
otherwise and may declare all or any part of any Obligations 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 or any Subsidiary.
All or any part of any Obligations whether or not payable on demand, shall be immediately
due and payable automatically upon the occurrence of an Event of Default in Section
6(a)(vi) above. The provisions hereof are not intended in any way to affect any rights of
the Bank with respect to any Obligations which may now or hereafter be payable on demand.






	7.	 	EXPENSES. The Borrower shall pay to the Bank on demand all costs and expenses (including all
fees and disbursements of counsel retained for advice, suit, appeal or other proceedings or
purpose and of any experts or agents it may retain), which the Bank may incur in connection
with (i) the administration of the Obligations, including any administrative fees the Bank may
impose for the preparation of discharges, releases or assignments to third-parties; (ii) the
enforcement and collection of any Obligations or any guaranty thereof; (iv) the exercise,
performance, enforcement or protection of any of the rights of the Bank hereunder; or (v) the
failure of the Borrower or any Subsidiary to perform or observe any provisions hereof. After
such demand for payment of any cost, expense or fee under this Section or elsewhere under this
Agreement, the Borrower shall pay interest at the highest default rate specified in any
instrument evidencing any of the Obligations from the date payment is demanded by the Bank to
the date reimbursed by the Borrower. All such costs, expenses or fees under this Agreement
shall be added to the Obligations.






	8.	 	TERMINATION. This Agreement shall remain in full force and effect until (i) all Obligations
outstanding, or contracted or committed for (whether or not outstanding), shall be finally and
irrevocably paid in full and (ii) all Transaction Documents have been terminated by the Bank.






	9.	 	RIGHT OF SETOFF. If an Event of Default occurs, the Bank shall have the right to set off
against the amounts owing under this Agreement and the other Transaction Documents any
property held in a deposit or other account or otherwise with the Bank or its Affiliates or
otherwise owing by the Bank or its Affiliates in any capacity to the Borrower, its Subsidiary
or any guarantor of, or endorser of any of the Transaction Documents evidencing, the
Obligations. Such setoff shall be deemed to have been exercised immediately at the time the
Bank or such Affiliate elect to do so.






	10.	 	MISCELLANEOUS.






	 	a.	 	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.
	 
	 	b.	 	Generally Accepted Accounting Principles. Any financial calculation to be made, all
financial statements and other financial information to be provided, and all books and records,
system of accounting and reserves to be kept
in connection with the provisions of this Agreement, shall be in accordance with generally
accepted accounting principles consistently applied during each interval and from interval to
interval; provided, however, that in the event changes in generally accepted accounting
principles shall be mandated by the Financial Accounting Standards Board or any similar
accounting body of comparable standing, or should be recommended by Borrower’s certified public
accountants, to the extent such changes would affect any financial calculations to be made in
connection herewith, such changes shall be implemented in making such calculations only from
and after such date as Borrower and the Bank shall have amended this Agreement to the extent
necessary to reflect such changes in the financial and other covenants to which such
calculations relate.
	 
	 	c.	 	Indemnification. If after receipt of any payment of all, or any part of, the Obligations,
the Bank is, for any reason, compelled to surrender such payment to any person or entity
because such payment is determined to be void or voidable as a preference, an impermissible
setoff, or a diversion of trust funds, or for any other reason, the Transaction Documents shall
continue in full force and the Borrower shall be liable, and shall indemnify and hold the Bank
harmless for, the amount of such payment surrendered. The provisions of this Section shall be
and remain effective notwithstanding any contrary action which may have been taken by the Bank
in reliance upon such payment, and any such contrary action so taken shall be without prejudice
to the Bank’s rights under the Transaction Documents and shall be deemed to have been
conditioned upon such payment having become final and irrevocable. The provisions of this
Section shall survive the termination of this Agreement and the Transaction Documents.





					
	 	 	 	 	 
	 
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	 	d.	 	Further Assurances. From time to time, the Borrower shall take, and cause its Subsidiaries to
take, such action and execute and deliver to the Bank such additional documents, instruments,
certificates, and agreements as the Bank may reasonably request to effectuate the purposes of the
Transaction Documents.
	 
	 	e.	 	Cumulative Nature and Non-Exclusive Exercise of Rights and Remedies. All rights and remedies of
the Bank pursuant to this Agreement and the Transaction Documents shall be cumulative, and no such
right or remedy shall be exclusive of any other such right or remedy. In the event of any
unreconcilable inconsistencies, this Agreement shall control. No single or partial exercise by the
Bank of any right or remedy pursuant to this Agreement or otherwise shall preclude any other or
further exercise thereof, or any exercise of any other such right or remedy, by the Bank.
	 
	 	f.	 	Governing Law; Jurisdiction. This Agreement 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 Agreement 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 THE STATE OF NEW YORK 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 AGREEMENT 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 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
Agreement.
	 
	 	g.	 	Joint and Several; Successors and Assigns. If there is more than one Borrower, each of them
shall be jointly and severally liable for all amounts, which become due, and the performance of all
obligations under this Agreement, and the term “the Borrower” shall include each as well as all of
them. This Agreement shall be binding upon the Borrower and upon its heirs and legal
representatives, its successors and assignees, and shall inure to the benefit of, and be
enforceable by, the Bank, its successors and assignees and each direct or indirect assignee or
other transferee of any of the Obligations; provided, however, that this Agreement may not be
assigned by the Borrower without the prior written consent of the Bank.
	 
	 	h.	 	Waivers; Changes in Writing. No failure or delay of the Bank in exercising any power or right
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other right or power. The
Borrower expressly disclaims any reliance on any course of dealing or usage of trade or oral
representation of the Bank (including representations to make loans to the Borrower) and agrees
that none of the foregoing shall operate as a waiver of any right or remedy of the Bank. No notice
to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice
or demand in similar or other circumstances. No waiver of any provision of this Agreement or
consent to any departure by the Borrower therefrom shall in any event be effective unless made
specifically in writing by the Bank and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No modification to any provision of this
Agreement shall be effective unless made in writing in an agreement signed by the Borrower and the
Bank.
	 
	 	i.	 	Interpretation. Unless the context otherwise clearly requires, references to plural includes the
singular and references to the singular include the plural; references to “individual” shall mean a
natural person and shall include a natural person doing business under an assumed name (e.g., a
“DBA”); the word “or” has the inclusive meaning represented by the phrase “and/or”; the word
“including”, “includes” and “include” shall be deemed to be followed by the words “without
limitation”; and captions or section headings are solely for convenience and not part of the
substance of this Agreement. Any representation, warranty, covenant or agreement herein shall
survive execution and delivery of this Agreement and shall be deemed continuous. Each provision of
this Agreement shall be interpreted as consistent with existing law and shall be deemed amended to
the extent necessary to comply with any conflicting law. If any provision nevertheless is held
invalid, the other provisions shall remain in effect. The Borrower agrees that in any legal
proceeding, a photocopy of this Agreement kept in the Bank’s course of business may be admitted
into evidence as an original.
	 
	 	 	 	Waiver of Jury Trial. THE BORROWER AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY THE BORROWER AND THE BANK MAY HAVE IN ANY ACTION
OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTIONS
RELATED HERETO. THE 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. THE BORROWER ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.





					
	 	 	 	 	 
	 
	 	6
	 	© Manufacturers and Traders Trust Company, 2004







 











 




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




	 	 	 	 	 
	 	MANUFACTURERS AND TRADERS TRUST COMPANY

 	 
	 	By  	

/s/ Edgar B. Parsons III
 	 
	 	 	Name:  	Edgar B. Parsons III 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	
CORNING NATURAL GAS CORPORATION

 	 
	 	By  	/s/ Michael I. German
 	 
	 	 	Name:  	Michael I. German 	 
	 	 	Title:  	President 	 
	 



ACKNOWLEDGMENT



STATE OF NEW YORK          )

                                                    : SS.

COUNTY OF BROOME          )





     On the                      day of October in the year 2008, before me, the undersigned, a Notary Public in and for
said State, personally appeared EDGAR B. PARSONS III, 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 	 
	 	 	 
	 



ACKNOWLEDGMENT



STATE OF NEW YORK          )

                                                    : SS.

COUNTY OF BROOME          )





     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 	 
	 	 	 
	 



 




BANK USE ONLY



Authorization Confirmed:  




Signature




					
	 	 	 	 	 
	 
	 	7
	 	© Manufacturers and Traders Trust Company, 2004






 









 






SCHEDULE




Additional Representations and Warranties (§2)





Additional Affirmative Covenants (§3)





Permitted Indebtedness (§4(a))





Permitted Guaranties (§4(b))





Permitted Liens (§4(c))





Permitted Investments (§4(d))




 









 








Permitted Loans (§4(e))





Additional Financial Covenants (§5)