Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2021, Corning Natural Gas Corporation ("Corning Gas"), a
wholly-owned subsidiary of Corning Natural Gas Holding Corporation, obtained a
$3 million loan (the "Loan") from M&T Bank, a New York banking corporation
("M&T"). Corning Gas will use the Loan for working capital purposes.
To evidence the Loan, Corning Gas issued a demand note to M&T in the principal
amount of $3 million (the "Note"). The Note bears interest at a variable rate
equal to 2.90% plus the greater of (a) the applicable daily simple secured
overnight financing rate ("SOFR") (as further defined in the SOFR Rate Rider
attached to the Note) or (b) 0.50%. All amounts under the Note are due and
payable upon demand by M&T. Corning Gas expects to repay the Loan from operating
revenues.
In connection with the Loan, Corning Gas entered into a general security
agreement with M&T (the "Security Agreement"). The Security Agreement secures
all obligations of Corning Gas to M&T, including, without limitation, principal
and interest on the Loan and any fees and charges. The security interest granted
under the Security Agreement covers all personal property of Corning Gas
including, among other things, accounts, deposit accounts, general intangibles,
inventory, and all fixtures, including, among other things, pipelines,
easements, rights of way and compressors in Corning Gas's gas distribution
system. The Security Agreement contains various representations, warranties,
covenants and agreements customary in security agreements and various events of
default with remedies under the New York Uniform Commercial Code and the
Security Agreement. Events of default under the Security Agreement, which permit
M&T to exercise its various remedies, include, among others: (i) failure to make
any payment when due related to Corning Gas's obligations under the Security
Agreement; (ii) default by Corning Gas in the performance of any other
obligation under the Security Agreement and any related documents; (iii) failure
to pay when due any indebtedness owing to M&T or the occurrence of any event
which could result in acceleration of payment of any such indebtedness; (iv)
sale, assignment transfer or delivery of all or substantially all of the assets
of Corning Gas to a third party; (v) engagement of, agreement to, or approval of
a plan for reorganization, merger or consolidation, division into (or of) one or
more entities or series of entities, conversion to another form of business
entity, or dissolution of Corning Gas; (vi) entry of any judgment or order of
any court or governmental entity against Corning Gas; (vii) various bankruptcy
and insolvency events; (viii) any adverse change in Corning Gas, its business,
assets, operations, affairs or condition which M&T determines will have a
material adverse effect on Corning Gas, its business, assets, operation or
condition (financial or otherwise) or on its ability to repay its debts; and
(ix) at any time M&T in good faith considers itself insecure with respect to
payment of Corning Gas's obligations to it or other performance of such
obligations.
The Note and the Security Agreement are filed as exhibits to this Current Report
on Form 8-K. The descriptions above are qualified in their entirety by reference
to the full text of these documents.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure included under Item 1.01 above is incorporated by reference to
this Item 2.03.
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Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Demand Note, dated September 30, 2021, from Corning Natural
Gas Corporation to M&T Bank in the principal amount of $3 million.
Exhibit 10.2 General Security Agreement, dated September 30, 2021, between
Corning Natural Gas Company and M&T Bank.
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