Exhibit 10.2
Promissory Notes Put
Agreement
This Agreement dated as of August
18, 2006, is entered into by and between C&T Enterprises, Inc.,
a Pennsylvania corporation (“C&T”), Corning Natural
Gas Corporation, a New York corporation (“Corning”),
Corning Natural Gas Appliance Corporation (“CNGAC”),
Thomas K. Barry (“Barry”) and Kenneth James Robinson
(“Robinson”).
WHEREAS, C&T and Corning have
entered into an Agreement and Plan of Merger dated as of May 11,
2006 (as amended, the “Merger Agreement”) pursuant to
which Corning will merge into a wholly-owned subsidiary of C&T,
subject to certain closing conditions (the
“Merger”);
WHEREAS, CNGAC holds the following
promissory notes: (i) the Promissory Note dated September 15, 2003
in the original principal amount of $240,000 with Corning Appliance
Corporation as Obligor (with principal amount outstanding as of
July 31, 2006 of $80,000, and an additional $80,000 due November
2006); and (ii) the Promissory Note dated September 15, 2003 in the
original principal amount of $600,000 with Corning Appliance
Corporation as Maker and Messrs. Malekzadeh, Raj, Sesar and Perry
as Guarantors (with principal amount outstanding as of July 31,
2006 of $476,747)(collectively, the “Promissory
Notes”);
WHEREAS, C&T has expressed its
desire that the Promissory Notes be sold by CNGAC for cash prior to
closing of the Merger (the “Closing”);
WHEREAS Barry and Robinson each
agree to be the buyers of last resort if the Promissory Notes have
not been sold or transferred for cash proceeds prior to the
Closing;
NOW THEREFORE, for good and valuable
consideration, the receipt of which is acknowledged by all parties
hereto, the parties hereto agree as follows:
1. Corning and
CNGAC each agree to use commercially reasonable efforts to sell,
assign and transfer the Promissory Notes prior to the Closing in
exchange for cash consideration; provided however,
