Item 1.01 Entry into a Material Definitive Agreement.

On December 17, 2021, Corning Natural Gas Corporation ("Corning Gas"), a wholly-owned subsidiary of Corning Natural Gas Holding Corporation, obtained an $8.5 million revolving line of credit (the "Loan") from M&T Bank, a New York banking corporation ("M&T"). The Loan replaces the June 25, 2021 $8.0 million loan from M&T to Corning Gas. Corning Gas will use the Loan for working capital purposes.

To evidence the Loan, Corning Gas issued a replacement revolving line note to M&T in the principal amount of $8.5 million (the "Note"). The Note bears interest at a variable rate equal to (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% plus an interest rate spread ranging from 1.7% to 2.6% depending on Corning Gas's funded debt to leveraged EBITDA ratio. 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 sixth amended replacement and restated credit agreement with M&T (the "Credit Agreement"). The Credit Agreement contains various affirmative and negative covenants including, among others: (i) Corning Gas must maintain a "Total Funded Debt to Tangible Net Worth" ratio of not greater than 1.40 to 1.0, a "Total Funded Debt to EBITDA" ratio of not greater than 3.75 to 1.0, and a minimum "Minimum Debt Service Coverage Ratio" of not less than 1.10 to 1.0, in each case measured quarterly based on Corning Gas's trailing twelve month operating performance; (ii) Corning Gas must deliver to M&T quarterly and annual financial statements, compliance and other documents; and (iii) prohibitions on any sale of all or substantially all of Corning Gas's assets, acquisitions of substantially all the asset of any other entity, doing business under any assumed name, material changes to its business, purposes, structure or operations which could materially adversely affect Corning Gas, or any merger, consolidation or other similar transaction.

Events of default under the Credit Agreement which permit M&T to exercise its remedies, including immediate acceleration of the principal and interest on the Loan, include, among others: (i) default in the payment of principal or interest on the Loan, (ii) default by Corning Gas on any other obligation under the Credit Agreement and related documents, (iii) failure to pay when due in any other obligations of Corning Gas which could result in the acceleration of that obligation, (iv) entry of any judgments or order of any court or governmental entity against Corning Gas, (v) various bankruptcy and insolvency events, (vi) 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 (vii) 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.

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.


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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, are similar to those contained in the Credit Agreement.

The Note, Credit Agreement and 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.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1 Replacement Revolving Line Note, dated December 17, 2021, from Corning Natural Gas Corporation to M&T Bank in the principal amount of $8.5 million.

Exhibit 10.2 Sixth Amended Replacement and Restated Credit Agreement, dated December 17, 2021, between Corning Natural Gas Corporation and M&T Bank.

Exhibit 10.3 General Security Agreement, dated December 17, 2021, between Corning Natural Gas Corporation and M&T Bank.


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