8-K

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

Date of Report:  June 5, 2009

(Date of earliest event reported)

Corning Natural Gas Corporation

(Exact name of registrant as specified in its charter)

New York (State or other jurisdiction of incorporation) 000-00643 (Commission File Number) 16-0397420 (I.R.S. Employer Identification No.)

330 West William Street, Corning New York (Address of principal executive offices) 14830 (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))

Item 1.01 Entry into a Material Definitive Agreement.

On June 5, 2009, Corning Natural Gas Corporation renewed its existing $8.0 million revolving line of credit with Community Bank, N.A. (“Community Bank”) pursuant to a Line of Credit Agreement and Commercial Line of Credit Agreement and Note (together, the “Credit Agreement”).  The line of credit will be due and payable in full on the earlier to occur of (1) August 31, 2009, (2) the date of demand by Community Bank, or (3) the date of an event of default, as defined in the Credit Agreement, unless extended by Community Bank.  The line of credit bears interest annually at a fluctuating rate equal to the greater of 4% or the 30 day Libor Rate plus 2.25%.  Payments of accrued and unpaid interest will be payable monthly beginning on July 1, 2009.

Any amounts due under the Credit Agreement will become immediately due and payable in the event of default, as defined in the credit agreement, and are secured by existing security agreements dated August 4, 2005 and November 28, 2005.  The Credit Agreement also contains customary representations, warranties and covenants made by the parties.

The foregoing description of the Credit Agreement is not complete and is qualified in its entirety by the full and complete terms of the Credit Agreement, which is attached as Exhibits 10.1 and 10.2 to this current report and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits

10.1         Line of Credit Agreement dated June 5, 2009

10.2         Commercial Line of Credit Agreement and Note dated June 5, 2009

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Corning Natural Gas Corporation
	/s/ Firouzeh Sarhangi
Dated:  June 19, 2009	By Firouzeh Sarhangi, Chief Financial Officer

3

EXHIBIT INDEX

Exhibit Number	Description
10.1	Line of Credit Agreement dated June 5, 2009
10.2	Commercial Line of Credit Agreement and Note dated June 5, 2009

EX-10.1

Exhibit 10.1

COMMUNITY BANK, N.A.

LINE OF CREDIT AGREEMENT

Mr. Michael German, President	June 5, 2009
Corning Natural Gas Corp.
330 West William Street
Corning, NY 14830

Dear Mr. German:

This letter sets forth the governing terms of our agreement between Community Bank, N.A. (the “Bank”) and Coming Natural Gas Corp. (the “Borrower”) concerning a revolving line of credit (the “Revolving Line”) in the aggregate maximum amount outstanding at any one time of $8,000,000.00, subject to the terms of this letter. This Revolving Line was committed by the provisions of a commitment letter from the Bank to the Borrower dated April 21, 2009 (the “Commitment Letter”), the contents of which are herein incorporated by reference.

General Terms of Revolving Line

Proceeds of the Revolving Line shall be used for Borrower’s working capital purposes needs. So long as no Event of Default exists under this Agreement or under the terms of any other agreement or loan document between the Borrower or any Guarantor hereunder and the Bank, the Borrower may borrow, repay, and reborrow under the Revolving Line from time to time so long as the aggregate principal amount outstanding at any one time does not exceed $8,000,000.00 and the Bank has not demanded payment in full. Advances in excess of $4,000,000.00 will be limited to an amount equal to 100% of the outstanding natural gas inventory as evidenced by the monthly inventory report described herein below.

The Borrower shall execute a Demand Grid Note (the “Revolving Line Note”) evidencing obligations related to the Revolving Line in a form acceptable to the Bank.

All outstanding amounts under the Revolving Line shall bear interest until paid in full.  The rate of interest payable hereunder shall be a fluctuating rate per annum (the “Stated Rate”) equal to the great of 4% or the 30-day Libor Rate plus a 25%, with changes to occur automatically with changes in the 30-day Libor Rate from time to time in effect. Each change in the Stated Rate shall take effect simultaneously with the corresponding change in such Libor Rate. The “30-day Libor Rate” shall mean the 30-day Libor Rate as published by the Wall Street Journal from time to time during the period that any portion of the principal hereunder remains unpaid. Interest shall be calculated based on actual days elapsed divided by a year of 360 days. Changes in the rate of interest applicable to the Revolving Line Note shall become effective automatically and without notice at the time of changes in the 30-day Libor Rate. The Bank, shall, however, provide the Borrower with notice of changes which have occurred in the rate applicable to the Revolving Line during the preceding billing period in its regular billing statements.

Unless sooner demanded, payments of all accrued interest under the Revolving Line are due and payable on the first day of each month. All remaining outstanding principal and accrued interest under the Revolving Line shall be due and payable in full on the earlier of (i) August 31, 2009, or (ii) the date of a demand by the Bank, or (iii) the date of an Event of Default (collectively, the “Expiration Date”) unless the Revolving Line is extended by the Bank in its sole discretion. The Revolving Line will terminate on, and the Bank shall have no further obligation to make credit available after, the Expiration Date.

Any amount due not fully paid within ten (10) days after the date due shall be subject to a late payment charge of the greater of $25.00 or five percent (5%) of the total payment due.

Fees and Expenses

The Borrower shall pay any fees, expenses and disbursements, including reasonable legal fees, of the Bank related to the Revolving Line and the transactions contemplated by this letter. Such payments shall be due from time to time upon the Bank giving the Borrower notice of the amount of such expenses.

At the request of the Bank, the Borrower shall promptly pay any expenses, reasonable attorney’s fees, costs, or disbursements in connection with collection of any of the obligations related to the Revolving Line or enforcement of any of the Bank’s rights hereunder or under any note, guaranty, or other agreement related hereto. This obligation shall survive the payment of the Revolving Line Note. The Bank may apply any payments of any nature received by it first to the payment of obligations under this paragraph, notwithstanding any conflicting provision contained in this letter or any other agreement with the Borrower.

Upon the occurrence of an Event of Default and acceleration by the Bank of the Revolving Line Note such that it becomes immediately due and payable in full, the rate of interest on each of the obligations related thereto shall be increased to a rate at all times equal to two percent (2%) above the rate of interest which would be in effect absent such Event of Default, such increased rate to remain in effect through and including payment in full of all of the Obligations, or written waiver of such Event of Default by the Bank.

Collateral and Guarantees

The Revolving Line obligation shall be secured by the following:

• Those financial assets of the Borrower now held by the Bank pursuant to a “Collateral Assignment” dated November 28, 2005;

• A security interest in accounts receivable, inventory and equipment arising under a Security Agreement between the Borrower and the Bank dated August 4, 2005 and spread to cover the credit line facility hereby renewed, accomplished by “Collateral Security Spreader Agreement” dated November 28, 2005; and

No Guaranty of the Revolving Line obligation is required to be furnished by the Borrower.

Affirmative Covenants

So long as this agreement remains in effect or there exists any indebtedness owing to the Bank by the Borrower hereunder, it is agreed that the Borrower shall:

A. Keep proper books of account in a manner satisfactory to Bank. The Bank acknowledges that the accounting system, procedures, and forms in use as of the date hereof are satisfactory;

B. Permit, at Borrower’s expense, inspections and audits by Bank or by its agents of all books, records and papers in the custody or control of the Borrower or of others relating to the financial business condition of the Borrower, including the making of copies thereof and abstracts therefrom, and inspection and appraisal of any of their assets, with reasonable notice and during regular business hours;

C. Deliver to the Bank the following financial information: (i) annual financial statement of the Borrower audited by a Certified Public Accountant in accordance with standards established by the American Institute of Certified Public Accountants within 90 days after the end of its fiscal year; (ii) within 30 days following the close of each month, a monthly financial statement prepared by the Borrower; and (iii) at all times when the outstanding principal balance owing on the Revolving Line exceeds $4,000,000.00, a monthly report on or before the 15th day of the month which reports the Borrower's natural gas inventory volumes and the cost and market values thereof.

D. Promptly pay all taxes, assessments and other governmental charges due from the Borrower, provided, however, that nothing herein contained shall be interpreted to require the payment of any such tax so long as its validity is being contested in good faith.

E. Promptly inform the Bank of the commencement of any material action, suit, proceeding or investigation against the Borrower, or the making of any counterclaim against it in any action, suit or proceeding, and of all liens against any property of either. An action, suit, proceeding, investigation, or lien shall be deemed material when in the aggregate the face amount of all such pending claims, reduced by the amounts (excluding deductibles and retained limit self-insurances) of indemnity insurance coverages acknowledged by the insurers as applicable thereto, exceeds $100,000.00.

F. Borrower is to maintain a net worth of $7,000,000 as determined by reference to the audited financial statements of the Borrower commencing with those for the fiscal year ending September 30, 2008.

G. Borrower is to maintain a leverage ratio of less than four to one as determined by reference to the audited financial statements of the Borrower commencing with those for the fiscal year ending September 30, 2008.

Negative Covenants

So long as this agreement remains in effect or there exists any indebtedness owing to the Bank by the Borrower hereunder, it is agreed that the Borrower shall not:

A.  without the prior written consent of the Bank having first been obtained, create, incur, assume or suffer to exist any security interest, mortgage, pledge, lien or other encumbrance upon any of your accounts receivable and inventory, whether now owned or hereafter acquired, except in our favor and except liens of taxes not in default or being contested in good faith; provided, however, that if any proceeding before the United States Tax Court, Borrower is adjudged liable for unpaid taxes and wish to appeal from such adjudication, it shall promptly take appropriate steps to stay assessment of any lien of such taxes.

B. sell, convey, lease or transfer any of its assets other than in the ordinary course of business, or merge or consolidate with or into any other company or corporation;

C. make or incur any liability to make any distributions until and while its actual regulated capital structure has an equity to debt ratio of less than 30% equity to 70% debt, or make any distributions which would reduce the equity percentage below 30%.

Events of Default

All of obligations of the Bank hereunder to the Borrower may be immediately terminated and the entire unpaid balance of all indebtedness hereunder owing to the Bank may be declared to be immediately due and payable at the sole election of the Bank upon the happening of any one of the following specific events of default:

A. Nonpayment of any principal of or interest on any indebtedness created hereunder within fifteen (15) days after its due date, or default by the Borrower in the performance of any of other material terms or conditions of this agreement or of any other agreement of the Borrower with the Bank, which default remains uncured fifteen (15) days after written notice thereof has been furnished by the Bank to the Borrower;

B. The adjudication of the Borrower as a bankrupt, or the making by the Borrower of any general assignment for the benefit of creditors, or the institution by it of any type of insolvency proceeding or of any proceeding for the liquidation or the winding-up of its affairs, or the appointment of a receiver or trustee for the Borrower of its assets, or the approval as properly filed of a petition for the reorganization of it under the Bankruptcy Act of otherwise, or its filing of any petition for an arrangement under Chapter XI of the Bankruptcy Act or under any similar statute;

C. If any certificate, statement, representation, warranty or audit furnished by the Borrower or on its behalf in connection with this arrangement (including those contained herein) or as an inducement to the Bank to enter into this agreement shall prove to have been false in any material respect at the time as of which the facts therein set forth were certified or stated, or to have omitted any substantial contingent or unliquidated liability or claim against the Borrower, or if on the date of the execution of this agreement, there shall have been any materially adverse change in any of the facts disclosed by any such certificate, statement, representation, warranty or audit, which change shall not have been disclosed by the Borrower to the Bank at or prior to the time of such execution;

D. Nonpayment by the Borrower of any other indebtedness to the Bank within fifteen (15) days after the date when due.

E. There occurs any substantial change in the ownership of the Borrower, by merger with another entity or otherwise, or operating control of the business of the Borrower, without the prior written consent of the Lender having first been obtained.

Miscellaneous Terms

The Bank shall have a right of set-off, in the full amount of all of Borrower’s obligations to the Bank, against any deposits, assets held by, or other amounts owed by the Bank to or held by the Bank for, the Borrower as well as a lien on any and all property of the Borrower which is or may be in the Bank’s possession.

No delay or omission by the Bank in exercising any right or remedy hereunder or with respect to any indebtedness created hereunder shall operate as a waiver thereof or of any of other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof of any other right or remedy.

The parties hereto expressly waive all rights to trial by jury on any cause of action directly or indirectly involving the terms or conditions of this Agreement, the Revolving Line Note, or any matters whatsoever arising out of or in connection with this Agreement, the Revolving Line Note, or any document executed or delivered in connection with this Agreement or the Revolving Line Note. The foregoing waiver shall survive the termination or expiration of this Agreement.

This Agreement and the documents referred to herein embody the entire agreement and understanding among the parties and supersede all prior agreements and understandings relating to the subject matter hereof. This Agreement shall not be changed or amended without the written agreement of all parties hereto.

All the terms and provisions of this Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their successors and assigns and shall inure to the benefit of and be enforceable by any holder of notes executed hereunder. No assignment of the rights of the Borrower under this Agreement may be made without the prior written consent of the Bank.

This letter and the notes and agreements related hereto, together with all of the rights and obligations of the parties hereto, shall be construed, governed and enforced in accordance with the laws of the State of New York. It represents the joint agreement of the parties following negotiation resulting in the issuance of the Commitment Letter, and accordingly shall not be strictly construed against any particular party.

Please sign the enclosed duplicate original of this letter to evidence your agreement to the terms contained herein. We appreciate the opportunity to do business with you.

[signatures on next page]

COMMUNITY BANK, N.A.
By:	/s/ Thomas F. Beers
	Thomas F. Beers, Vice President
CORNING NATURAL GAS CORP.
By:	/s/ Michael I. German
	Michael German, President

EX-10.2

Exhibit 10.2

COMMERCIAL LINE OF CREDIT	Community Bank N.A.
AGREEMENT AND NOTE	331 West Pulteney Street
	Corning, New York 14830
	(607)937-5471

LOAN NUMBER.	AGREEMENT DATE	LOAN TERM	LINE OF CREDIT LIMIT
C-08-10-062327	June 5, 2009	On Demand	$	8,000,000.00
LOAN PURPOSE: WORKING CAPITAL

BORROWER INFORMATION

Corning Natural Gas Corporation

330 William Street, P. O. Box 58

Corning, NY 14830-0058

LINE OF CREDIT AGREEMENT AND NOTE. This Commercial Line of Credit Agreement and Note will be referred to in this document as the “Agreement”.

LENDER. “Lender” means Community Bank N.A. whose address is 331 West Pulteney Street, Corning, New York 14830 , its successors and assigns.

BORROWER. “Borrower” means each person or legal entity who signs this Agreement.

PROMISE TO PAY. For value received, receipt of which is hereby acknowledged, the Borrower promises to pay, on demand by Lender, the principal amount of Eight Million and 00/100 Dollars ($8,000,000.00) or such lesser amount as shall have been advanced by Lender, from time to time, to or on behalf of Borrower under this Agreement, and all interest and any other charges, including service charges, to the order of Lender at its office at the address noted above or at such other place as Lender may designate in writing. The Borrower will make all payments in lawful money of the United States of America.

PAYMENT SCHEDULE. This Agreement will be paid according to the following required payment schedule: Beginning on July 1, 2009, monthly payments of accrued and unpaid interest. All payments received by the Lender from the Borrower for application to the Line of Credit may be applied to the Borrower's obligations under the Line of Credit in such order as determined by the Lender.

INTEREST RATE AND SCHEDULED PAYMENT CHANGES. The initial variable interest rate on this Agreement will be 4.000% per annum. This interest rate may change on July 1, 2009, and on the same day of each month thereafter. Each date on which the interest rate may change is called the "Change Date." Beginning with the first Change Date, Lender will calculate the new interest rate based on One Month Libor Rate in effect on the Change Date (the "Index") plus 2.250 percentage points (the "Margin"). If the Index is not available at that time, Lender will choose a new Index which is based on comparable information. The Index is used solely to establish a base from which the actual rate of interest payable under this Agreement will be calculated, and is not a reference to any actual rate of interest charged by any lender to any particular borrower. The interest rate will never be less than 4.000%.

Nothing contained herein shall be construed as to require the Borrower to pay interest at a greater rate than the maximum allowed by law. If, however, from any circumstances, Borrower pays interest at a greater rate than the maximum allowed by law, the obligation to be fulfilled will be reduced to an amount computed at the highest rate of interest permissible under applicable law and if, for any reason whatsoever, Lender ever receives interest in an amount which would be deemed unlawful under applicable law, such interest shall be automatically applied to amounts owed, in Lender's sole discretion, or as otherwise allowed by applicable law. An increase in the interest rates will result in a higher payment amount. Interest on this Agreement is calculated on a 365/360 day basis. The unpaid balance of this loan shall, after an Event of Default exists under this Agreement or any other agreement related to the loan, be subject to a Default Rate of interest equal to 2.000 percentage points over the applicable variable interest rate in effect from time to time, calculated as described above in the section "Interest Rate."

Page 1 of 4

LATE PAYMENT CHARGE. If any required payment is more than 10 days late, then at Lender's option, Lender will assess a late payment charge of $25.00 or 5% of the amount past due, whichever is greater.

LINE OF CREDIT TERMS. This Agreement is discretionary. The Borrower acknowledges and agrees that although the Borrower may from time to time request an advance under this Agreement up to a maximum amount equal to the Line of Credit Limit, the Lender in no way is obligated to make such advance and all advances will be made by Lender in its sole and absolute discretion and subject to the terms and conditions of this Agreement.

Advances.

·      Advances under this Agreement may be requested orally or in writing by the Borrower or by an authorized person.

·      The total of all advances requested and unpaid principal cannot exceed Eight Million and 00/100 Dollars ($8,000,000.00).

·      All advances made will be charged to a loan account in Borrower's name on Lender's books, and the Lender shall debit such account the amount of each advance made to, and credit to such account the amount of each repayment made by Borrower. Lender shall provide to Borrower periodic statements of Borrower's loan account, which shall be deemed to be correct, accepted by, and binding upon Borrower unless Lender receives a written statement of exception from Borrower within 10 days after such statement is furnished.

Suspension and Termination. Advances under this Agreement will be available until the earlier to occur of (a) demand by the Lender; (b) the Line of Credit is cancelled by Borrower; or (c) the occurrence of an Event of Default.

Loan Type Conversion. Provided no default or event of default shall have occurred, the Borrower may, at its option, apply for conversion of this Agreement into a Term loan 30 days prior to the Maturity Date. However, the Lender shall have no obligation to approve the Borrower's application.

SECURITY TO NOTE. Security (the "Collateral") for this Agreement is granted pursuant to the following security document(s):

·            Security Agreement - all business assets dated August 4, 2005.

·            Security Agreement - assignment of trust fund dated November 28, 2005.

RIGHT OF SET-OFF. To the extent permitted by law, Borrower agrees that Lender has the right to set-off any amount due and payable under this Agreement, whether matured or unmatured, against any amount owing by Lender to Borrower including any or all of Borrower's accounts with Lender. This shall include all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. Such right of set-off may be exercised by Lender against Borrower or against any assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of Borrower, or against anyone else claiming through or against Borrower of such assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off has not been exercised by Lender prior to the making, filing or issuance or service upon Lender of, or of notice of, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena or order or warrant.

PAYABLE ON DEMAND. This is a demand note. Payment is due upon Lender's demand.

DEFAULT. Upon the occurrence of any one of the following events (each, an "Event of Default" or "default" or "event of default"), Lender's obligations, if any, to make any advances will, at Lender's option, immediately terminate and Lender, at its option, may declare all indebtedness of Borrower to Lender under this Agreement to be immediately due and payable without further notice of any kind notwithstanding anything to the contrary in this Agreement or any other agreement: (a) Borrower's failure to make any payment on time or in the amount due; (b) any default by Borrower under the terms of this Agreement or any other agreement, security agreement executed in connection with this Agreement (individually, a "Loan Document" and collectively, the "Loan Documents"); (c) any default by Borrower under the terms of any other loan agreement, security agreement, mortgage or other document in favor of Lender; (d) the death, dissolution, or termination of existence of Borrower or any guarantor; (e) Borrower is not paying Borrower's debts as such debts become due; (f) the commencement of any proceeding under bankruptcy or insolvency laws by or against Borrower or any guarantor or the appointment of a receiver; (g) any default under the terms of any other indebtedness of Borrower to any other creditor; (h) any writ of attachment, garnishment, execution, tax lien or similar instrument is issued against any collateral securing the loan, if any, or any of Borrower's property or any judgment is entered against Borrower or any guarantor; (i) any part of Borrower's business is sold to or merged with any other business, individual, or entity; (j) any representation or warranty made by Borrower to Lender in any of the Loan Documents or any financial statement delivered to Lender proves to have been false in any material respect as of the time when made or given; (k) if any guarantor, or any other party to any agreement or instrument with or in favor of Lender entered into or delivered in connection with the Loan terminates, attempts to terminate or defaults under any such agreement or instrument; (1) Lender has deemed itself insecure or there has been a material adverse change of condition of the financial prospects of Borrower or any collateral securing the obligations owing to Lender by Borrower. Upon the occurrence of an event of default, Lender may pursue any remedy available under any Related Document, at law or in equity.

Page 2 of 4

RELATED DOCUMENTS. If this Agreement is secured by a security agreement, mortgage, deed of trust, trust deed, security deed or loan agreement of even or previous date, it is subject to all the terms thereof.

GENERAL WAIVERS. To the extent permitted by law, the Borrower severally waives any required notice of presentment, demand, acceleration, intent to accelerate, protest and any other notice and defense due to extensions of time or other indulgence by Lender or to any substitution or release of collateral. No failure or delay on the part of Lender, and no course of dealing between Borrower and Lender, shall operate as a waiver of such power or right, nor shall any single or partial exercise of any power or right preclude other or further exercise thereof or the exercise of any other power or right.

JOINT AND SEVERAL LIABILITY. If permitted by law, each Borrower executing this Agreement is jointly and severally bound.

SEVERABILITY.  If a court of competent jurisdiction determines any term or provision of this Agreement is invalid or prohibited by applicable law, that term or provision will be ineffective to the extent required. Any term or provision that has been determined to be invalid or prohibited will be severed from the rest of this Agreement without invalidating the remainder of either the affected provision or this Agreement.

SURVIVAL.  The rights and privileges of the Lender hereunder shall inure to the benefits of its successors and assigns, and this Agreement shall be binding on all heirs, executors, administrators, assigns and successors of Borrower.

ASSIGNABILITY.  Lender may assign, pledge or otherwise transfer this Agreement or any of its rights and powers under this Agreement without notice, with all or any of the obligations owing to Lender by Borrower, and in such event the assignee shall have the same rights as if originally named herein in place of Lender. Borrower may not assign this Agreement or any benefit accruing to it hereunder without the express written consent of the Lender.

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.

GOVERNING LAW. This Agreement is governed by the laws of the state of New York except to the extent that federal law controls.

HEADING AND GENDER. The headings preceding text in this Agreement are for general convenience in identifying subject matter, but have no limiting impact on the text which follows any particular heading. All words used in this Agreement shall be construed to be of such gender or number as the circumstances require.

ATTORNEYS' FEES AND OTHER COSTS. If legal proceedings are instituted to enforce the terms of this Agreement, Borrower agrees to pay all costs of the Lender in connection therewith, including reasonable attorneys' fees, to the extent permitted by law.

ADDITIONAL PROVISIONS. The Commitment Letter from Lender to Borrower dated April 29, 2009, and its terms and conditions, together with the Line of Credit Agreement dated June 5, 2009, are incorporated by reference and made a part hereof with the same force and effect as if it were set forth herein. In the event that any of the provisions contained in the Commitment Letter or the Line of Credit Agreement conflict in whole or in part with the provisions contained in this Commercial Line of Credit Agreement and Note, the provisions contained in the Commitment Letter and Line of Credit Agreement shall control.

WAIVER OF JURY TRIAL. All parties to this Agreement hereby knowingly and voluntarily waive, to the fullest extent permitted by law, any right to trial by jury of any dispute, whether in contract, tort, or otherwise, arising out of, in connection with, related to, or incidental to the relationship established between them in this Agreement or any other instrument, document or agreement executed or delivered in connection with this Agreement or the related transactions.

Page 3 of 4

By signing this Agreement, Borrower acknowledges reading, understanding, and agreeing to all its provisions and receipt hereof.

Corning. Natural Gas Corporation
/s/  Michael German	6/5/09
By: Michael German	Date
Its: President

Page 4 of 4