1. Purpose: The WC-LOC shall be used to fund working capital.

2. Amount: Under the WC-LOC, the Borrower may borrow from time to time up to an aggregate maximum amount of $7,000,000.

3. Interest Rate: Interest will be charged on outstanding principal balances at the 30-day Libor Rate, as published in the Wall Street Journal, plus 2.25% with changes to occur monthly with changes to the 30-day Libor Rate. However at no time will the interest rate go below 3.25%.

4. Interest Payments: Payments of all interest accrued on outstanding principal balances hereunder shall be due on the first day of every month.

5. Expiration: The WC-LOC shall expire February 28, 2013 unless extended in writing by the Bank. All advances under the WC-LOC shall be payable upon demand.

6. Late Charges: Payments made more than ten days after the date due shall be subject to a late payment charge equal to 5% of the payment due or $25.00, whichever is greater.

7. Prepayments: Prepayments of principal and interest may be made at any time without premium or penalty. All prepayments shall be applied first to accrued interest and then to principal.

8. Collateral: With respect to the WC-LOC, the Bank will require a continued first security interest in all accounts, inventory, chattel paper, documents, instruments, and general intangibles, together with a first security interest in Rabbi Trust Account #89151111309.

9. Guarantees: No Guaranty of the WC-LOC obligation is required to be furnished by the borrower.

1. Financial Statements/Reporting Requirements: Subsequent to the consummation of this transaction and for so long as any indebtedness thereunder shall remain unpaid, the Borrower shall deliver to the Bank, without expense to the Bank:

2. Default: The maturity of all obligations of Borrower shall be accelerated upon the occurrence of an Event of Default as defined in the Loan Documents.

3. Insurance: The Borrower shall maintain insurance (including without limitation hazard, liability and workers' compensation) in form and amount satisfactory to the Bank. Such policies shall provide for thirty days prior written notice of cancellation to the Bank and shall name the Bank as loss payee as its interest appears.

4. Organization: The Borrower shall maintain its due organization and authority, and shall comply with all governmental requirements and the terms of all corporate restrictions on it.

5. New Third-Party Debt: The Borrower shall not incur new indebtedness after the loan closing exceeding $2,500,000 without furnishing advance notice to the Bank.

6. Financial Covenants: During the tem]. of WC-LOC, the Borrower shall at all times maintain the following covenants and restrictions:

7. Line Usage: It is agreed that the WC-LOC shall be used exclusively for working capital. It is further understood per the statement presented in the February 8, 2012 filing with the New York State Public Service Commission that new capital projects will be funded with 50 percent long-term debt and 50 percent equity.

8. Loan Documents: A new Line of Credit Agreement will be required to effect the line of credit renewal.

1. Assignability: This commitment is not assignable and will expire in the event that it is not accepted and returned to the bank on or before February 28, 2012.

2. Fees/Costs: By acceptance of this commitment, Borrower agrees to pay all costs in connection with preparation of updated loan documents and all charges for UCC searches and filing fees.

3. Warranty: Borrower warrants that all matters, documents and instruments furnished to the Bank and upon which this commitment is based, including without limitation, financial statements, are complete and that there has been no material omission therefrom.