GUARANTYGuaranty • January 11th, 2010 • Energy Inc. • Natural gas distribution • Ohio
THIS GUARANTY (this “Guaranty”) is executed and delivered effective as of July 3, 2008, by RICHARD M. OSBORNE, TRUSTEE UNDER RESTATED TRUST AGREEMENT OF JANUARY 13, 1995, individually as a natural person, who is a resident of the State of Ohio, with an address at 8500 Station Street, Mentor, Ohio 44060 (“Guarantor”), in favor of CITIZENS BANK, having an address at 328 S. Saginaw Street, Flint, Michigan 48502 (“Bank”).
CREDIT AGREEMENTCredit Agreement • January 11th, 2010 • Energy Inc. • Natural gas distribution • Ohio
THIS CREDIT AGREEMENT (this “Agreement”) is entered into effective as of the 3rd day of July, 2008, by and between NORTHEAST OHIO NATURAL GAS CORP., an Ohio corporation (hereinafter referred to as “Borrower”) and CITIZENS BANK (hereinafter referred to as “Bank”).
TERM NOTETerm Note • January 11th, 2010 • Energy Inc. • Natural gas distribution
FOR VALUE RECEIVED, NORTHEAST OHIO NATURAL GAS CORP., an Ohio corporation (“Borrower”), hereby promises to pay to the order of CITIZENS BANK, an Ohio banking corporation (“Bank”), which term shall include any holder hereof, the principal sum of Seven Million Seven Hundred Eighty Thousand Twelve and no/100 Dollars ($7,780,012.00), or so much thereof as may be advanced by Bank pursuant to the terms of the Credit Agreement of even date herewith, by and between Borrower and Bank, as the same may from time to time be amended, modified, revised, supplemented, substituted, renewed, extended or restated (the “Credit Agreement”), together with interest on and from the date of advance, at the interest rate and in the manner as described below.
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • January 11th, 2010 • Energy Inc. • Natural gas distribution
THIS LOAN MODIFICATION AGREEMENT (this “Modification”) is made and entered into effective as of December 1, 2009 (the “Effective Date”), by and among NORTHEAST OHIO NATURAL GAS CORP., an Ohio corporation (“Borrower”), RICHARD M. OSBORNE, individually as a natural person (“RMO”), RICHARD M. OSBORNE, TRUSTEE UNDER RESTATED TRUST AGREEMENT OF JANUARY 13, 1995 (“Trust”), and GREAT PLAINS NATURAL GAS COMPANY, an Ohio corporation (“GPNG”) (RMO, Trust and GPNG are each a “Guarantor” and collectively “Guarantors”), and CITIZENS BANK (“Bank”).
SECURITY AGREEMENTSecurity Agreement • January 11th, 2010 • Energy Inc. • Natural gas distribution
This Security Agreement (the “Agreement”) is made effective as of July 3, 2008, by NORTHEAST OHIO NATURAL GAS CORP., an Ohio corporation, whose address is 8500 Station Street, Mentor, Ohio 44060 (the “Debtor”), and CITIZENS BANK, with an address at 328 S. Saginaw Street, Flint, Michigan 48502, for itself and as agent for any affilitate of Citizens Republic Bancorp (the “Secured Party”). Debtor and Secured Party hereby agree as follows:
NOTE MODIFICATION AGREEMENT (Line of Credit Note)Note Modification Agreement • January 11th, 2010 • Energy Inc. • Natural gas distribution
THIS NOTE MODIFICATION AGREEMENT is made and entered into as of December 31, 2009, by and between ORWELL NATURAL GAS COMPANY, an Ohio corporation, as the borrower (the “Borrower”), and THE HUNTINGTON NATIONAL BANK (the “Bank”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 11th, 2010 • Energy Inc. • Natural gas distribution • Ohio
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (“Amendment”) is entered into as of this 4th day of January, 2010 (the “Effective Date”), by and among RICHARD M. OSBORNE, TRUSTEE, an Ohio resident (“RMO” or “Member”), GREAT PLAINS LAND DEVELOPMENT COMPANY, LTD., an Ohio limited liability company (“GPLD”), GPL ACQUISITION LLC, an Ohio limited liability company (the “Acquisition Sub”) and ENERGY, INC., a corporation incorporated under the laws of the State of Montana, USA (“Parent”).
ASSET MANAGEMENT AGREEMENTAsset Management Agreement • January 11th, 2010 • Energy Inc. • Natural gas distribution
This contract is an Asset Management Agreement (“AMA”) by and between Orwell Natural Gas Company (“Orwell”) and John D. Oil and Gas Marketing Company, LLC (“Marketing”). Orwell and Marketing (jointly “The Parties”) expressly agree to use the Gas Sales Agreement dated July 1, 2008 (“GSA”) for such natural gas sales from Marketing to Orwell as may occur, from time-to-time, as evidenced by a valid confirmation agreement. Therefore, this AMA incorporates the provisions of the (“GSA”) unless a specific provision of the AMA expressly contradicts a provision of the GSA.
ASSET MANAGEMENT AGREEMENTAsset Management Agreement • January 11th, 2010 • Energy Inc. • Natural gas distribution
This contract is an Asset Management Agreement (“AMA”) by and between Northeast Ohio Natural Gas Corp. (“NEO”) and John D. Oil and Gas Marketing Company, LLC (“Marketing”). NEO and Marketing (jointly “The Parties”) expressly agree to use the Gas Sales Agreement dated July 1, 2008 (“GSA”) for such natural gas sales from Marketing to NEO as may occur, from time-to-time, as evidenced by a valid confirmation agreement. Therefore, this AMA incorporates the provisions of the GSA unless a specific provision of the AMA expressly contradicts a provision of the GSA.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 11th, 2010 • Energy Inc. • Natural gas distribution • Ohio
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (“Amendment”) is entered into as of this 4th day of January, 2010 (the “Effective Date”), by and among RICHARD M. OSBORNE, TRUSTEE, an Ohio resident (“RMO”), REBECCA HOWELL (“Howell”), STEPHEN G. RIGO (“Rigo”), MARTY WHELAN (“Whelan”), and THOMAS J. SMITH (“Smith”) (RMO, Howell, Rigo, Whelan and Smith are hereinafter collectively referred to as “Shareholders”), LIGHTNING PIPELINE CO., INC., an Ohio corporation (“Lightning”), GREAT PLAINS NATURAL GAS COMPANY, an Ohio corporation (“Great Plains”), and BRAINARD GAS CORP., an Ohio corporation (“BGC”), (Lightning, Great Plains and BGC shall be collectively referred to as the “Companies” and each to be sometimes referred to as a “Company”), LIGHTNING PIPELINE ACQUISITION INC., GREAT PLAINS ACQUISITION INC. and BRAINARD ACQUISITION INC. (each an “Acquisition Sub” and collectively, the “Acquisition Subs”) and ENERGY, INC., a corporation incorporated under the laws of the State of Montana, US
FORM OF CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIPContinuing Agreement • January 11th, 2010 • Energy Inc. • Natural gas distribution • Ohio
THIS CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP (together with all amendments, extensions, restatements, renewals, substitutions and replacements hereto or hereof is hereinafter referred to as the “Guaranty”) dated as of January ___, 2010, is made by ENERGY, INC., a Montana corporation (the “Guarantor”), in favor of THE HUNTINGTON NATIONAL BANK (the “Lender”).
AMENDED AND RESTATED LOAN AGREEMENT Dated as of December 31, 2009 by and among ORWELL NATURAL GAS COMPANY as the Borrower THE GUARANTORS PARTY HERETO and THE HUNTINGTON NATIONAL BANK as the LenderLoan Agreement • January 11th, 2010 • Energy Inc. • Natural gas distribution
THIS AMENDED AND RESTATED LOAN AGREEMENT (together with all amendments, supplements, extensions, renewals, restatements and substitutions thereto and thereof, the “Agreement”) dated as of December 31, 2009, effective as of November 30, 2009, by and among ORWELL NATURAL GAS COMPANY, an Ohio corporation, as the borrower (the “Borrower”), RICHARD M. OSBORNE, an individual and resident of the State of Ohio (“Osborne”), ONG Marketing, Inc., an Ohio corporation (“ONG”), LIGHTNING PIPELINE COMPANY, an Ohio corporation (“Lightning”), LIGHTNING PIPELINE COMPANY II, INC., an Ohio corporation (“Lightning II”) (and together with Osborne, ONG, Lightning and any additional parties hereafter joining this Agreement as a guarantor, being referred to collectively as the “Guarantors” and each individually as a “Guarantor”) and THE HUNTINGTON NATIONAL BANK, as the lender (the “Lender”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 11th, 2010 • Energy Inc. • Natural gas distribution • Ohio
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of December 30, 2009, by and between ENERGY WEST, INCORPORATED, a Montana corporation (“Assignor”) and ENERGY, INC., a Montana corporation (“Assignee”).
GUARANTYGuaranty • January 11th, 2010 • Energy Inc. • Natural gas distribution • Ohio
THIS GUARANTY (this “Guaranty”) is executed and delivered effective as of July 3, 2008, by RICHARD M. OSBORNE, individually as a natural person, who is a resident of the State of Ohio, with an address at 8500 Station Street, Mentor, Ohio 44060 (“Guarantor”), in favor of CITIZENS BANK, having an address at 328 S. Saginaw Street, Flint, Michigan 48502 (“Bank”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 11th, 2010 • Energy Inc. • Natural gas distribution • Ohio
THIS AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), dated as of December 31, 2009, is entered into by and between ORWELL NATURAL GAS COMPANY, an Ohio corporation (the “Debtor”), and THE HUNTINGTON NATIONAL BANK, a national banking association (the “Lender”).
REVOLVING NOTERevolving Note • January 11th, 2010 • Energy Inc. • Natural gas distribution
FOR VALUE RECEIVED, NORTHEAST OHIO NATURAL GAS CORP., an Ohio corporation (“Borrower”), hereby promises to pay to the order of CITIZENS BANK, an Ohio banking corporation (“Bank”), which term shall include any holder hereof, the principal sum of Two Million One Hundred Thousand and no/100 Dollars ($2,100,000.00) (the “Borrowing Amount”), or so much thereof as may be advanced by Bank pursuant to the terms of the Credit Agreement of even date herewith, by and between Borrower and Bank, as the same may from time to time be amended, modified, revised, supplemented, substituted, renewed, extended or restated (the “Credit Agreement”), together with interest on and from the date of each advance, at the interest rate and in the manner as described below, less such amounts as shall have been repaid in accordance with this Note.
AMENDED AND RESTATED CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIPContinuing Agreement • January 11th, 2010 • Energy Inc. • Natural gas distribution • Ohio
THIS AMENDED AND RESTATED CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP (together with all amendments, extensions, restatements, renewals, substitutions and replacements hereto or hereof is hereinafter referred to as the “Guaranty”) dated as of December 31, 2009, is made by ONG MARKETING, INC., an Ohio corporation, LIGHTNING PIPELINE COMPANY, INC., an Ohio corporation, LIGHTNING PIPELINE COMPANY II, INC., an Ohio corporation (each of the foregoing, an “Existing Guarantor”), RICHARD M. OSBORNE, an individual resident of Ohio (“Osborne”, and together with each of the Existing Guarantors, each a “Guarantor” and collectively, together with any party which hereafter joins this Guaranty, the “Guarantors”) and THE HUNTINGTON NATIONAL BANK (the “Lender”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 11th, 2010 • Energy Inc. • Natural gas distribution • Ohio
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of December 30, 2009, by and between ENERGY WEST, INCORPORATED, a Montana corporation (“Assignor”) and ENERGY, INC., a Montana corporation (“Assignee”).
