Unassociated Document


    Exhibit
10.1

     

    FIRST
AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

    AND
NOTE MODIFICATION AGREEMENT

     

    THIS
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT AND NOTE MODIFICATION
AGREEMENT (the "Amendment") is dated as of November 24, 2010, and is made by and
between ORWELL NATURAL GAS COMPANY, an Ohio corporation (the "Borrower"), and
THE HUNTINGTON NATIONAL BANK (the "Lender").

     

    WHEREAS,
the Borrower, the Guarantors and the Lender are parties to that certain Amended
and Restated Loan Agreement dated as of December 31, 2009 (the "Loan
Agreement");

    


    WHEREAS,
the Borrower and the Guarantors have requested the Lender to extend the maturity
date for the loans under the Loan Agreement in order to permit the Borrower to
effect a refinancing of the Obligations, and the Lender has agreed to such
request, subject to the terms and conditions set forth herein.

    


    NOW,
THEREFORE, the parties hereto, in consideration of their mutual covenants and
agreements herein contained, and intending to be legally bound hereby, covenant
and agree as follows:

    


    1.      Recitals.  The
foregoing recitals are true and correct and incorporated herein by
reference.

     

    2.      Defined
Terms.  Defined terms used herein unless otherwise defined
herein shall have the meanings given to them in the Loan Agreement.

     

    3.      Restated
Definitions.  The following definition set forth in Section 1.1
of the Loan Agreement is hereby amended and restated as follows:

     

    "Line of Credit Termination
Date" means January 31,
2011.

     

    4.      Amendment of Section 2.2a of
the Loan Agreement.  Section 2.2a [Term Loan; Term Note] of the
Loan Agreement is hereby amended and restated as follows:

     

    "2.2a                 Term
Loan; Term Note.  The obligation of
the Borrower to repay, on or before January 31, 2011, the unpaid
principal amount of the Term Loan shall be evidenced by the Term
Note.  The principal amount actually due and owing the Lender under
the Term Note made payable to it shall be the unpaid principal amount of the
Term Loan due the Lender, all as shown on the Loan Account established pursuant
to Section 2.9 hereof.  As of November 22, 2010, the
outstanding principal balance of the Term Loan is
$4,097,461.38."

     

    5.      Amendment of Section 2.2b(i)
of the Loan Agreement.  Section 2.2b(i) [Scheduled Principal
Payments] of the Loan Agreement is hereby amended and restated as
follows:

     

    "(i)                 Scheduled Principal
Payments.  Principal and interest on the Term Loan shall be
repaid in consecutive monthly installments, each in the amount of $35,330.61,
commencing on December 31, 2009 and on the last day of each month thereafter
through and including December
31, 2010, with the final payment on January 31, 2011, being equal
to the outstanding principal balance of the Term Loan plus accrued and unpaid
interest.  The Borrower shall execute a Note Modification Agreement in
form and content acceptable to the Lender evidencing the extension of the
maturity date of the Term; provided however, that the parties hereby acknowledge
and agree that no novation is intended or shall result from such
modification."

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.      Modification of Line of
Credit Note.  Section 1(a) of the Line of Credit Note is hereby
amended and restated to read as follows:

     

    "(a)  The maturity date shall
be extended to January 31,
2011; and."

    


    7.      Modification of Term
Note.  Section 1(a) of the Term Loan Note is hereby amended and
restated to read as follows:

     

    "(a)  The maturity date shall
be extended to January 31,
2011; and."

    


    8.      Extension
Fee.  The Borrower agrees to pay the Lender a nonrefundable
Amendment Fee for extension set forth herein in the amount of $2,000, payable on
the effective date of this Amendment, which amount shall be deemed to be earned
as of the date hereof.

     

    9.      Representations and
Warranties; No Defaults.  The Borrower represents and warrants
to the Lender that after giving effect to this Amendment (i) the representations
and warranties contained in Article IV of the Loan Agreement and in each of the
other Loan Documents are true and accurate on and as of the date hereof with the
same effect as though such representations and warranties had been made on and
as of such date (except representations and warranties which relate solely to an
earlier date or time, which representations and warranties shall be true and
correct on and as of the specific dates or times referred to therein), and (ii)
no Event of Default or Default under the Loan Agreement or any of the other Loan
Documents has occurred or exists as of the date hereof.

     

    10.      Effective
Date.  This Amendment shall become effective upon due execution
and delivery by all the parties hereto and payment of the fees and expenses
payable to the Lender in accordance with Sections 8 and 13 of this
Amendment.

     

    11.      Governing
Law.  This Amendment shall be deemed to be a contract under the
laws of the State of Ohio and for all purposes shall be governed by and
construed and enforced in accordance with the internal laws of the State of Ohio
without regard to its conflict of laws principles.

     

    12.      Full Force and
Effect.  Except as expressly modified by this Amendment, all of
the terms, conditions, representations, warranties, and covenants of the Loan
Agreement and the other Loan Documents are true and correct and shall continue
in full force and effect, including without limitation, all liens and security
interests securing the Borrower’s Obligations to the Lender.

     

    
      
         

      

      
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    13.      Reimbursement of
Expenses.  The Borrower unconditionally agrees to pay and
reimburse the Lender and save the Lender harmless against liability for the
payment of all out-of-pocket costs, expenses and disbursements, including
without limitation, reasonable fees and expenses of counsel incurred by the
Lender in connection with the development, preparation, execution,
administration, interpretation or performance of this Amendment, the Loan
Agreement, the Loan Documents and all other documents or instruments to be
delivered or recorded in connection therewith.

     

    14.      Counterparts.  This
Amendment may be executed by different parties hereto in any number of separate
counterparts, each of which, when so executed and delivered shall be an original
and all such counterparts shall together constitute one and the same
instrument.

     

    15.      Entire
Agreement.  This Amendment sets forth the entire agreement and
understanding of the parties with respect to the transactions contemplated
hereby and supersedes all prior understandings of the parties with respect to
the transactions contemplated hereby and supersedes all prior understandings and
agreements, whether written or oral, between the parties hereto relating to the
subject matter hereof.  No representation, promise, inducement or
statement of intention has been made by any party which is not embodied in this
Amendment and no party shall be bound by or liable for any alleged
representation, promise, inducement, or statement of intention not set forth
herein.

    
 

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
         

      

      
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    [SIGNATURE
PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT AND NOTE
MODIFICATION AGREEMENT]

     

    IN WITNESS WHEREOF, the parties hereto,
by their officers thereunto duly authorized, have executed this First Amendment
to Amended and Restated Loan Agreement and Note Modification Agreement as of the
day and year first above written.

     

    
      
        
          
            
              	 	      
                      ORWELL
      NATIONAL GAS COMPANY

                    	 
	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Thomas
      J. Smith     	  (Seal)
	 	Name:    	Thomas
      J. Smith    	 
	 	Title:     	President  	 
	 	 	 	 


            

          

        

      

    

     

     

    
      
        
          
            
              
                	 	THE HUNTINGTON NATIONAL
      BANK	 
	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Bruce
      G. Shearer   	 
	 	Name:    	Bruce G. Shearer   	 
	 	Title:     	Senior
      Vice President 	 
	 	 	 	 


              

            

          

        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    [SIGNATURE
PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT AND NOTE
MODIFICATION AGREEMENT]

     

    GUARANTOR
JOINDER

     

    The undersigned hereby join in the
foregoing First Amendment to Amended and Restated Loan Agreement and Note
Modification Agreement for the purpose of acknowledging that their respective
obligations under the Amended and Restated Continuing Agreement of Guaranty and
Suretyship dated as of December 31, 2009 continue and remain in full force and
effect.

     

    
      
        	 	ONG MARKETING,
      INC.	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Richard
      M. Osborne   	 
	 	Name:    	Richard M. Osborne	 
	 	Title:     	 	 
	 	 	 	 


      

    

     

     

    
      	 	LIGHTNING PIPELINE
      COMPANY, INC.	 
	 	 	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Thomas
      J. Smith   	 
	 	Name:    	Thomas J. Smith   	 
	 	Title:     	 	 
	 	 	 	 


    

     

     

    
      
        
          
            
              
                
                  
                    	 	LIGHTNING PIPELINE
      COMPANY II, INC.	 
	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Richard
      M. Osborne    	 
	 	Name:    	Richard M. Osborne 	 
	 	Title:     	 	 
	 	 	 	 
	 	 	 	 
	 	/s/ Richard M.
Osborne  	 
	 	RICHARD
      M. OSBORNE