UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 10, 2011
(Date of earliest event reported)
Corning Natural Gas Corporation
(Exact name of registrant as specified in its charter)
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New York |
000-00643 |
16-0397420 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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330 West William Street, Corning, New York |
14830 |
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(Address of principal executive offices) |
(Zip Code) |
(607) 936-3755
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On March 10, 2011, Corning Natural Gas Corporation ("Corning") and Community Bank N.A. ("Community Bank") modified the interest rate in a Term Loan Agreement dated May 10, 2010. The interest rate has been changed from a fixed interest rate of 6.25% per annum to a floating rate of one month LIBOR plus 2.75% with a floor rate of 4.50% and a ceiling rate of 6.25%. The maturity date remains May 10, 2015 and the monthly fixed payment amount has not changed.
The foregoing description of the Change in Terms Agreement is not complete and is qualified in its entirety by the full and complete terms, is attached as Exhibit 10.1 to this current report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Change In Terms Agreement by and between Corning Natural Gas Corporation and Community Bank N.A dated March 10, 2011.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Corning Natural Gas Corporation
By: /s/ Michael I. German
President and Chief Executive Officer
Dated: March 10, 2011
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CHANGE IN TERMS AGREEMENT |
Community Bank N.A. |
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331 West Pulteney Street |
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Corning, New York 14830 |
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(607)937-5471 |
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LOAN NUMBER |
ORIGINAL PRINCIPAL |
CURRENT PRINCIPAL |
ORIGINAL AGREEMENT |
AGREEMENT CHANGE |
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BALANCE |
BALANCE |
DATE |
DATE |
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C-10-03-088178 |
$1,050,000.00 |
$992,551.54 |
May 10, 2010 |
March 7, 2011 |
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DESCRIPTION OF THE EXISTING DEBT ("Existing Debt") |
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Loan # 4280406904 |
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BORROWER INFORMATION
BORROWER. The term "Borrower" means each party identified above.
LENDER. The term "Lender" means whose address is , 331 West Pulteney Street, Corning, New York , its successors and assigns.
COLLATERAL. The following items are the security documents related to this Agreement:
* Security Agreement dated May 10, 2010 evidencing security interest in "all interests of the Borrower in fixtures, equipment and inventory used by the Borrower in the exercise of its gas distribution franchise in the Town of Virgil, Cortland County, New York pursuant to an Order Granting a Certificate Of Public Convenience and Necessity issued by the New York Public Service Commission on June 18, 2009 in Case Number 09-G- 0252.".
*
Security Agreement dated May 10, 2010 evidencing security interest in Rabbi Trust Account, Community Bank, N. A. # 89151111309.TERMS AND PROVISIONS. In consideration of the promises contained in this Agreement and in the instruments evidencing the Existing Debt, and of other good and valuable consideration, the sufficiency of which is acknowledged by the execution of this Agreement, Borrower agrees to the following provisions:
1. The instrument evidencing the Existing Debt is modified and supplemented as follows:
Interest Rate to change to a Floating Rate of One Month LIBOR + 2.75% with a Floor Rate of 4.50% and a Ceiling Rate of 6.25%
Maturity Date to remain May 10, 2015
Payment amount to remain at the fixed amount of $11,835.54
2. Ratification and Continued Validity. Except for the terms expressly modified by this Agreement, by signing this Agreement Borrower acknowledges that Borrower is still bound by the terms of the instruments and prior modifications, extensions, and supplements evidencing the Existing Debt as if they were fully set forth and repeated in this Agreement and that those terms will continue to bind Borrower as provided in this Agreement and those instruments. Lender's consent to this Agreement does not waive the right to strictly enforce Lender's rights under this Agreement or the instruments evidencing the Existing Debt. Lender's consent to this Agreement does not mean that Lender must enter into another agreement like this one in the future. Lender and Borrower intend that this Agreement does not replace the Existing Debt but restates it as modified.
3. Others Responsible for the Debt. Lender and Borrower intend that anyone else who is liable for the Existing Debt, including, without limitation, cosigners, guarantors, and coborrowers, are not relieved of any obligation except as expressly relieved in this Agreement or other writing. Borrower agrees that the liability of each person who signed the instruments evidencing the Existing Debt, whether primary or secondary, continues in full force and effect, even if that person does not sign this Agreement. This promise applies not only to this Agreement but also to any extension, modification, or other agreement Borrower makes with Lender that represents a debt which includes cosigners, guarantors, coborrowers, and others having similar liability. Borrower understands that this Agreement is contingent on the continued liability of each person who signed the documents evidencing the Existing Debt, whether or not that person signs this Agreement.
4. Pronouns and Gender. In this Agreement, whenever the circumstances or the context so requires, the singular shall be construed as the plural, the masculine shall be construed as the feminine and/or the neuter and vice versa.
5. Miscellaneous Terms. Borrower agrees that if Lender delays or forgoes enforcing Lender's rights under this Agreement in any particular instance, Lender retains the right to strictly enforce the same provision in any other instance, or later in the same instance. Every person signing this Agreement waives, to the extent allowed by law, presentment, demand, protest, and notice of
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Change in Terms Agreement - DL6006
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dishonor. Every person signing this Agreement agrees that Lender may renew, extend, supplement, or otherwise modify the debt represented by this Agreement and the documents evidencing the Existing Debt without the permission of any other person who is liable, and such modification will not release or reduce the liability of any party, even if that party does not sign this Agreement.
ORAL AGREEMENTS DISCLAIMER. This Agreement represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
By signing this Change In Terms Agreement, each Borrower acknowledges reading, understanding, and agreeing to all its provisions, and receiving a copy.
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Corning Natural Gas Corporation |
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/S/ Michael German |
3/10/2011 |
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By: Michael German |
Date |
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Its: President |
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By signing this Change In Terms Agreement, Lender acknowledges reading, understanding, and agreeing to all its provisions.
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Community Bank N.A. |
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/S/ Stephen Rich |
03/10/2011 |
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By: Stephen Rich |
Date |
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Its: Vice President Commercial Loans |
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© 2004-2009 Compliance Systems, Inc. 13BB-DBD5 - 2009.02.73 www.compliancesystems.com
Change in Terms Agreement - DL6006
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