ex10-28.htm


    Exhibit
10.28

    


    Loan No.
RX0024T7

    


    PROMISSORY
NOTE AND SUPPLEMENT

    (Single
Advance Term Loan)

    


    THIS PROMISSORY NOTE AND
SUPPLEMENT (this "Promissory Note and Supplement"), is
entered into as of March 19, 2009, between TIDEWATER UTILITIES, INC., a
Delaware corporation (the "Company"), and CoBANK, ACB, a federally
chartered instrumentality of the United States ("CoBank"), and
supplements that certain Master Loan Agreement dated as of May 23, 2003 (as
amended or restated from time to time, the “MLA”). Capitalized
terms used herein and not defined herein shall have the meanings given to those
terms in the MLA.

    


    SECTION
1.         The Commitment.  On
the terms and conditions set forth in the MLA and this Promissory Note and
Supplement, CoBank agrees to make a loan (the “Loan”) to the Company in
an  amount not to exceed $7,000,000 (the "Commitment").  CoBank’s
obligation to make the Loan shall expire at 12:00 Noon, Company’s local time, on
March 31, 2009, or such later date as CoBank may, in its sole discretion,
authorize in writing. Under the Commitment, amounts borrowed and later repaid
may not be reborrowed.

    


    SECTION
2.         Purpose.  The
purpose of the Commitment is to refinance the outstanding principal balance of
that certain Promissory Note and Supplement dated as of August 22, 2005, and
numbered RX0024T5 (the “Term Revolver”). Upon
making the Loan, the Term Revolver shall automatically terminate.

    


    SECTION
3.        
Availability.  Notwithstanding Section 2.02 of the MLA, the
Loan will be made available: (A) on a date to be agreed upon by the parties (the
“Closing
Date”); (B) by written request in form and content prescribed by CoBank
(the “Request for
Loan”); (C) in a single advance; and (D) by CoBank retaining the proceeds
of the Loan and applying them against the unpaid principal balance of the Term
Revolver.

    


    SECTION
4.Interest.

    


    (A)           Interest Rate Options. The
Company agrees to pay interest on the unpaid principal balance of the Loan in
accordance with one or more of the following interest rate options, as selected
by the Company:

    


    (1)           Weekly Quoted Variable Rate
Option. At a rate per annum equal to the rate of interest established by
CoBank on the first Business Day of each week (the "Variable Rate Option"). The rate
established by CoBank shall be effective until the first Business Day of the
next week. Each change in the rate shall be applicable to all balances subject
to this option and information about the then current rate shall be made
available upon telephonic request.

    


    (2)           Quoted Fixed Rate
Option.  At a fixed rate per annum to be quoted by CoBank in
its sole discretion in each instance (the “Quoted Fixed Rate Option”). Under this
option, rates may be fixed on such balances and for such periods (each a "Quoted Fixed Rate Period") as may be
agreeable to CoBank in its sole discretion in each instance; provided that: (1)
rates may not be fixed for periods of less than 180 days; (2) rates may be fixed
on balances of $100,000 or multiples thereof; and (3) the maximum number of
balances that may be subject to this option at any one time shall be five
(5).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (3)           LIBOR Option.  At a
fixed rate per annum equal to "LIBOR" (as hereinafter defined) plus 2.00% per
annum (the “LIBOR Option”).  Under
this option:  (1) rates may be fixed for "Interest Periods" (as
hereinafter defined) of 1, 2, 3, or 6 months, as selected by the Company; (2)
rates may be fixed on balances of $100,000 or multiples thereof; (3) the maximum
number of balances that may be fixed at any one time shall be five (5); (4)
rates may only be fixed on a "Banking Day" (as hereinafter defined) on 3 Banking
Days’ prior notice; and (5) rates may not be fixed for Interest Periods expiring
on or after the second anniversary of the date hereof, at which time this option
shall cease to be in effect. For purposes hereof: (a) "LIBOR" shall mean the
rate (rounded upward to the nearest sixteenth of a percentage point and adjusted
for reserves required on “Eurocurrency Liabilities” (as hereinafter defined) for
banks subject to “FRB Regulation D” (as hereinafter defined) or required by any
other federal law or regulation) quoted by the British Bankers Association
(“BBA”) at 11:00 a.m. London time 2 Banking Days before the commencement of the
Interest Period for the offering of U.S. dollar deposits in the London interbank
market for the Interest Period designated by the Company, as published by
Bloomberg or another major information vendor listed on BBA’s official website;
(b) "Banking Day" shall mean a day on which CoBank is open for business,
dealings in U.S. dollar deposits are being carried out in the London interbank
market, and banks are open for business in New York City and London, England;
(c) "Interest Period" shall mean a period commencing on the date this option is
to take effect and ending on the numerically corresponding day in the next
calendar month or the month that is 2, 3, or 6 months thereafter, as the case
may be; provided, however, that: (i) in the event such ending day is not a
Banking Day, such period shall be extended to the next Banking Day unless such
next Banking Day falls in the next calendar month, in which case it shall end on
the preceding Banking Day; and (ii) if there is no numerically corresponding day
in the month, then such period shall end on the last Banking Day in the relevant
month; (d) “Eurocurrency Liabilities” shall have the meaning as set forth in FRB
Regulation D; and (e) “FRB Regulation D” shall mean Regulation D as promulgated
by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as
amended.

    


    (B)           Elections. Subject to the
limitations set forth above, the Company: (1) shall select the applicable rate
option(s) at the time it requests the Loan; (2) may, on any Business Day, elect
to convert balances bearing interest at the Variable Rate Option to the Quoted
Fixed Rate Option; (3) may, on the last day of any Quoted Fixed Rate Period,
elect to refix the rate under the Quoted Fixed Rate Option or convert the
balance to the Variable Rate Option; (4) may, on the last day of any Interest
Period, elect to convert balances bearing interest at the LIBOR Option to the
Variable Rate Option or Quoted Fixed Rate Option; and (5) may, on three Banking
Days' prior notice, elect to convert balances bearing interest at the Variable
Rate Option or the Quoted Fixed Rate Option to the LIBOR Option or refix a rate
under the LIBOR Option; provided, however, that balances bearing interest at the
Quoted Fixed Rate Option or the LIBOR Option may not be converted or continued
until the last day of the Quoted Fixed Rate Period or Interest Period applicable
thereto. In the absence of an election provided for herein, the Company shall be
deemed to have elected the Variable Rate Option. All elections provided for
herein shall be made telephonically or in writing and must be received by 12:00
noon Company’s local time on the applicable Business Day. Any election made
telephonically shall be promptly confirmed in writing, if so requested by
CoBank.

    


    (C)           Calculation and
Payment.  Interest shall be calculated on the actual number of
days the Loan is outstanding on the basis of a year consisting of 360
days.  In calculating interest, the date the Loan is made shall be
included and the date the Loan or installment thereof is repaid shall, if
received before 3:00 P.M. Mountain time, be excluded.  Interest shall
be payable monthly in arrears by the twentieth (20th) day of
the following month (or on such other day in such month as CoBank shall require
in a written notice to the Company) and on the final maturity of the Loan.
Notwithstanding the foregoing, at CoBank’s option, interest on any balance
bearing interest at the LIBOR Option shall be payable on the last day of the
Interest Period or, in the case of Interest Periods of longer than three months,
at three month intervals.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    (D)           Additional Provisions Regarding The
LIBOR Option. Notwithstanding any other provision hereof, CoBank shall
have the right to temporarily suspend or permanently terminate the Company’s
ability to fix rates under the LIBOR Option or for one or more Interest Periods
if, for any reason whatsoever (including a change in Law): (1) LIBOR is no
longer being quoted in the London interbank market or is no longer being quoted
for an Interest Period; (2) CoBank is prohibited from offering rates based on
LIBOR; or (3) CoBank’s cost to fund balances bearing interest at the LIBOR
Option (as determined by CoBank in its sole discretion) increases beyond any
corresponding increase in LIBOR or decreases less than any corresponding
decrease in LIBOR. In addition, if as a result of a change in Law or otherwise,
CoBank is required to allocate additional capital to, or otherwise bear increase
costs as a result of maintaining balances under, the LIBOR Option, the Company
agrees to indemnify CoBank upon demand against all such costs.

    


    SECTION
5.         Loan Origination
Fee.  In consideration of the Commitment, the Company agrees to
pay to CoBank a loan origination fee in the amount of $23,100. Such fee shall be
due and payable on the date hereof.

    


    SECTION
6.          Promissory
Note.  The Company promises to repay the Loan to CoBank or
order 240 equal, consecutive, monthly installments, each due on the 20th day of
the month, with the first installment due on May 20, 2009, and the last
installment due on April 20, 2029.. In addition to the above, the Company
promises to pay to CoBank or order interest on the unpaid principal balance of
the Loan at the times and in accordance with the provisions set forth above. If
any date on which principal or interest is due is not a Business Day, then such
payment shall be due and payable on the next Business Day and, in the case of
principal, interest shall continue to accrue on the amount thereof.

    


    SECTION
7.           Prepayment.  Subject
to Section 10.01 of the MLA, the Company may, on one (or, in the case of fixed
rate balances, three) Business Day’s prior written notice, prepay all or any
portion of the Loan.  Unless otherwise agreed, all prepayments will be
applied to principal installments in the inverse order of their maturity and to
such balances, fixed or variable, as CoBank shall specify.

    


    SECTION
8.          Security.  The
Company’s obligations hereunder and, to the extent related hereto, the MLA,
shall be secured as provided in Section 2.04 of the MLA.

    


    SECTION
9.        Conditions
Precedent.  In addition to the conditions precedent set forth
in the MLA, CoBank’s obligation to make the Loan to the Company hereunder is
subject to the conditions precedent that CoBank shall have received each of the
following (which in the case of instruments or documents, must be originals,
duly executed, and in form and content acceptable to CoBank): (A) an amount, in
immediately available funds, equal to all accrued interest owing under the Term
Revolver to the date of the Loan, together with all prepayment and other charges
(if any) owing under the Term Revolver; (B) an amended and restated comfort
letter and agreement from Middlesex Water; (C) an amendment to the Mortgage (the
“Mortgage
Amendment”); (D) such evidence as CoBank shall require that the Mortgage
Amendment has been recorded in all places where the Mortgage has been recorded;
(E) a lien search conducted in the office of the Delaware Secretary of State
showing that there are no Liens on any property of the Company other than Liens
in favor of CoBank and Liens permitted under Section 6.01 of the MLA; (F) a duly
executed Request for Loan; and (G) an endorsement to the “Title Policy” (as
hereinafter defined) adding this Promissory Note and Supplement to the list of
debt instruments secured by the Mortgage and insured under the Title Policy. For
purposes hereof, the “Title Policy” shall
mean that certain title insurance policy dated as of May 23, 2003 and issued by
Stewart Title Guaranty Company, as endorsed to the date hereof.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    SECTION
10.        Representations and
Warranties. In addition to the representations and warranties set forth
in the MLA, the Company represents and warrants to CoBank that Appendix B to the
Mortgage (as amended) sets forth all real property and interests in real
property of the Company as of the date hereof, including without limitation, all
real property on or under which the Company has a well, water treatment plant,
or water storage facility.

    


    IN WITNESS WHEREOF, the
parties have caused this Promissory Note and Supplement to be executed by their
duly authorized officers as of the date shown above.

    


    
      	
              CoBANK,
      ACB

            	 
      	
              TIDEWATER
      UTILITIES, INC.

            
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/Tokie
      Akrie

            	 
      	
              By:

            	
              /s/A.
      Bruce O’Connor

            
	 
      	 
      	 
      	 
      	 
      
	
              Title:

            	
              Assistant
      Corporate Secretary

            	 
      	
              Title:

            	
              Treasurer

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    


    Loan No.
RX0024T8

    


    PROMISSORY
NOTE AND SUPPLEMENT

    (Multiple
Advance Term Loan Supplement)

    


    THIS PROMISSORY NOTE AND
SUPPLEMENT (this "Promissory Note and Supplement"), is
entered into as of March 19, 2009, between TIDEWATER UTILITIES, INC., a
Delaware corporation (the "Company"), and CoBANK, ACB, a federally
chartered instrumentality of the United States ("CoBank"), and
supplements that certain Master Loan Agreement dated as of May 23, 2003 (as
amended or restated from time to time, the “MLA”). Capitalized
terms used herein and not defined herein shall have the meanings given to those
terms in the MLA.

    


    SECTION
1.          The Commitment.  On
the terms and conditions set forth in the MLA and this Promissory Note and
Supplement, CoBank agrees to make loans (each a “Loan”) to the Company
during the period set forth below in an aggregate principal amount not to exceed
$15,000,000 (the "Commitment").  Under
the Commitment, amounts borrowed and later repaid may not be
reborrowed.

    


    SECTION
2.          Purpose.  The
purpose of the Commitment is to finance capital expenditures relating to the
Company’s water system and to refinance debt owing to Middlesex Water
Company.

    
 

    SECTION
3.         Term.  The term of
the Commitment shall be from the date hereof, up to and including December 31,
2009, or such later date as CoBank may, in its sole discretion, authorize in
writing.

    


    SECTION
4.          Availability. The Loans will
be made available as provided in Section 2.02 of the MLA.

    


    SECTION
5.          Interest.

    


    (A)           Interest Rate Options. The
Company agrees to pay interest on the unpaid principal balance of the Loans in
accordance with one or more of the following interest rate options, as selected
by the Company:

    


    (1)           Weekly Quoted Variable Rate
Option. At a rate per annum equal to the rate of interest established by
CoBank on the first Business Day of each week (the "Variable Rate Option"). The rate
established by CoBank shall be effective until the first Business Day of the
next week. Each change in the rate shall be applicable to all balances subject
to this option and information about the then current rate shall be made
available upon telephonic request.

    


    (2)           Quoted Fixed Rate
Option.  At a fixed rate per annum to be quoted by CoBank in
its sole discretion in each instance (the “Quoted Fixed Rate Option”). Under this
option, rates may be fixed on such balances and for such periods (each a "Quoted Fixed Rate Period") as may be
agreeable to CoBank in its sole discretion in each instance; provided that: (1)
rates may not be fixed for periods of less than 180 days; (2) rates may be fixed
on balances of $100,000 or multiples thereof; and (3) the maximum number of
balances that may be subject to this option at any one time shall be five
(5).

    


    (3)           LIBOR Option.  At a
fixed rate per annum equal to "LIBOR" (as hereinafter defined) plus 2.00% per
annum (the “LIBOR Option”).  Under
this option:  (1) rates may be fixed for "Interest Periods" (as
hereinafter defined) of 1, 2, 3, or 6 months, as selected by the Company; (2)
rates may be fixed on balances of $100,000 or multiples thereof; (3) the maximum
number of balances


    
      
         


      

      
         

        
          

        

      

      
         


      

    


    that may
be fixed at any one time shall be five (5); (4) rates may only be fixed on a
"Banking Day" (as hereinafter defined) on 3 Banking Days’ prior notice; and (5)
rates may not be fixed for Interest Periods expiring on or after the second
anniversary of the date hereof, at which time this option shall cease to be in
effect. For purposes hereof: (a) "LIBOR" shall mean the rate (rounded upward to
the nearest sixteenth of a percentage point and adjusted for reserves required
on “Eurocurrency Liabilities” (as hereinafter defined) for banks subject to “FRB
Regulation D” (as hereinafter defined) or required by any other federal law or
regulation) quoted by the British Bankers Association (“BBA”) at 11:00 a.m.
London time 2 Banking Days before the commencement of the Interest Period for
the offering of U.S. dollar deposits in the London interbank market for the
Interest Period designated by the Company, as published by Bloomberg or another
major information vendor listed on BBA’s official website; (b) "Banking Day"
shall mean a day on which CoBank is open for business, dealings in U.S. dollar
deposits are being carried out in the London interbank market, and banks are
open for business in New York City and London, England; (c) "Interest Period"
shall mean a period commencing on the date this option is to take effect and
ending on the numerically corresponding day in the next calendar month or the
month that is 2, 3, or 6 months thereafter, as the case may be; provided,
however, that: (i) in the event such ending day is not a Banking Day, such
period shall be extended to the next Banking Day unless such next Banking Day
falls in the next calendar month, in which case it shall end on the preceding
Banking Day; and (ii) if there is no numerically corresponding day in the month,
then such period shall end on the last Banking Day in the relevant month; (d)
“Eurocurrency Liabilities” shall have the meaning as set forth in FRB Regulation
D; and (e) “FRB Regulation D” shall mean Regulation D as promulgated by the
Board of Governors of the Federal Reserve System, 12 CFR Part 204, as
amended.

    


    (B)           Elections. Subject to the
limitations set forth above, the Company: (1) shall select the applicable rate
option(s) at the time it requests a Loan; (2) may, on any Business Day, elect to
convert balances bearing interest at the Variable Rate Option to the Quoted
Fixed Rate Option; (3) may, on the last day of any Quoted Fixed Rate Period,
elect to refix the rate under the Quoted Fixed Rate Option or convert the
balance to the Variable Rate Option; (4) may, on the last day of any Interest
Period, elect to convert balances bearing interest at the LIBOR Option to the
Variable Rate Option or Quoted Fixed Rate Option; and (5) may, on three Banking
Days' prior notice, elect to convert balances bearing interest at the Variable
Rate Option or the Quoted Fixed Rate Option to the LIBOR Option or refix a rate
under the LIBOR Option; provided, however, that balances bearing interest at the
Quoted Fixed Rate Option or the LIBOR Option may not be converted or continued
until the last day of the Quoted Fixed Rate Period or Interest Period applicable
thereto. In the absence of an election provided for herein, the Company shall be
deemed to have elected the Variable Rate Option. All elections provided for
herein shall be made telephonically or in writing and must be received by 12:00
noon Company’s local time on the applicable Business Day. Any election made
telephonically shall be promptly confirmed in writing, if so requested by
CoBank.

    


    (C)           Calculation and
Payment.  Interest shall be calculated on the actual number of
days each Loan is outstanding on the basis of a year consisting of 360
days.  In calculating interest, the date each Loan is made shall be
included and the date each Loan or installment thereof is repaid shall, if
received before 3:00 P.M. Mountain time, be excluded.  Interest shall
be payable monthly in arrears by the twentieth (20th) day of
the following month (or on such other day in such month as CoBank shall require
in a written notice to the Company). Notwithstanding the foregoing, at CoBank’s
option, interest on any balance bearing interest at the LIBOR Option shall be
payable on the last day of the Interest Period or, in the case of Interest
Periods of longer than three months, at three month intervals.

    


    (D)           Additional Provisions Regarding The
LIBOR Option. Notwithstanding any other provision hereof, CoBank shall
have the right to temporarily suspend or permanently terminate the Company’s
ability to fix rates under the LIBOR Option or for one or more Interest Periods
if, for any reason whatsoever (including a change in Law): (1) LIBOR is no
longer being quoted in the London


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    interbank
market or is no longer being quoted for an Interest Period; (2) CoBank is
prohibited from offering rates based on LIBOR; or (3) CoBank’s cost to fund
balances bearing interest at the LIBOR Option (as determined by CoBank in its
sole discretion) increases beyond any corresponding increase in LIBOR or
decreases less than any corresponding decrease in LIBOR. In addition, if as a
result of a change in Law or otherwise, CoBank is required to allocate
additional capital to, or otherwise bear increase costs as a result of
maintaining balances under, the LIBOR Option, the Company agrees to indemnify
CoBank upon demand against all such costs.

    


    SECTION
6.          Fees.  In
consideration of the Commitment, the Company agrees to pay to CoBank a loan
origination fee in the amount of $49,500. Such fee shall be due and payable on
the date hereof.

    


    SECTION
7.          Promissory
Note.  The Company promises to repay the Loans to CoBank or
order in 240 equal, consecutive, monthly installments, each due on the 20th day of
the month, with the first installment due on February 20, 2010, and the last
installment due on January 20, 2030 In addition to the above, the Company
promises to pay to CoBank or order interest on the unpaid principal balance of
the Loans at the times and in accordance with the provisions set forth above. If
any date on which principal or interest is due is not a Business Day, then such
payment shall be due and payable on the next Business Day and, in the case of
principal, interest shall continue to accrue on the amount thereof.

    


    SECTION
8.          Prepayment.  Subject
to Section 10.01 of the MLA, the Company may, on one (or, in the case of fixed
rate balances, three) Business Day’s prior written notice, prepay all or any
portion of the Loans.  Unless otherwise agreed, all prepayments will
be applied to principal installments in the inverse order of their maturity and
to such balances, fixed or variable, as CoBank shall specify.

    


    SECTION
9.          Security.  The
Company’s obligations hereunder and, to the extent related hereto, the MLA,
shall be secured as provided in Section 2.04 of the MLA.

    


    SECTION
10.       Conditions
Precedent.  In addition to the conditions precedent set forth
in the MLA, CoBank’s obligation to make the initial Loan to the Company
hereunder is subject to the conditions precedent that CoBank receive each of the
following (which in the case of instruments or documents, must be originals,
duly executed, and in form and content acceptable to CoBank): (A) an amended and
restated comfort letter and agreement from Middlesex Water; (B) an amendment to
the Mortgage (the “Mortgage Amendment”);
(C) such evidence as CoBank shall require that the Mortgage Amendment has been
recorded in all places where the Mortgage has been recorded; (D) a lien search
conducted in the office of the Delaware Secretary of State showing that there
are no Liens on any property of the Company other than Liens in favor of CoBank
and Liens permitted under Section 6.01 of the MLA; and (E) an endorsement to the
“Title Policy” (as hereinafter defined) adding this Promissory Note and
Supplement to the list of debt instruments secured by the Mortgage covered by
the Title Policy. For purposes hereof, the “Title Policy” shall
mean that certain title insurance policy dated as of May 23, 2003 and issued by
Stewart Title Guaranty Company, as endorsed to the date hereof.

    


    SECTION
11.       Representations and
Warranties. In addition to the representations and warranties set forth
in the MLA, the Company represents and warrants to CoBank that Appendix B to the
Mortgage (as amended) sets forth all real property and interests in real
property of the Company as of the date hereof, including without limitation, all
real property on or under which the Company has a well, water treatment plant,
or water storage facility.

    


    IN WITNESS WHEREOF, the
parties have caused this Promissory Note and Supplement to be executed by their
duly authorized officers as of the date shown above.

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
 

    
      	
              CoBANK,
      ACB

            	 
      	
              TIDEWATER
      UTILITIES, INC.

            
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/Tokie
      Akrie

            	 
      	
              By:

            	
              /s/A.
      Bruce O’Connor

            
	 
      	 
      	 
      	 
      	 
      
	
              Title:

            	
              Assistant
      Corporate Secretary

            	 
      	
              Title:

            	
              Treasurer

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    Tax
Parcel No.:  See Attached List of Parcel Numbers

    
 

    Prepared
by/Return to:

    Richards,
Layton & Finger, P.A.

    P.O. Box
551

    Wilmington,
DE 19899

     

    


    


     

      
        

      

    

    AMENDMENT
TO COMBINATION WATER UTILITY REAL ESTATE MORTGAGE

    AND
SECURITY AGREEMENT

     

    BY

     

    TIDEWATER
UTILITIES, INC.

    1100
South Little Creek Road

    Dover, DE
19901

     

    IN FAVOR
OF

     

    COBANK,
ACB

    5500
South Quebec Street

    Greenwood
Village, Colorado 80111

     

    


    THE
MORTGAGE GRANTS A SECURITY INTEREST

    BY A
TRANSMITTING UTILITY

     

    THE
MORTGAGE CONTAINS AFTER ACQUIRED PROPERTY PROVISIONS

    AND SUCH
AFTER ACQUIRED PROPERTY IS SECURED BY THE MORTGAGE

     

    THIS
AMENDMENT TO COMBINATION MORTGAGE AND SECURITY AGREEMENT

    MAY BE
FILED AS A FINANCING STATEMENT AND MAY BE

    RECORDED
IN THE REAL PROPERTY RECORDS


     

    THIS
AMENDMENT INCREASES THE AMOUNT THAT MAY BE SECURED BY THE

    MORTGAGE
AND ADDS NEW DEBT TO THE DEBT SECURED BY THE MORTGAGE

     

    


     

      
        

      

    

    



    
      
        
          Kent
County

          RLF1-3376860-1

        

         


      

      
         

        
          

        

      

      
         


      

    


    


    


    LIST OF TAX PARCEL
NUMBERS

    


    


    
      
        
          	
                  New
      Castle County

                	
                  Kent
      County

                	
                  Sussex
      County

                
	
                  13-019.10-106

                	
                  NM
      00-094.15-04-33.00-000

                	
                  3-34.13.00-543.1

                
	
                  13-019.10-051

                	
                  NM
      00-095.09-01-04.01-000

                	
                  2-34.11.20-91.00

                
	
                  13-007.40-098

                	
                  ED-00-086.16-01-01.02-000

                	
                   
      2-34-11.16-4.00

                
	
                  13-011.00-122

                	
                  ED-00-056.20-02-53.00-000

                	
                    
      2-34.11.00-64.1

                
	
                  13-013.20-180

                	
                  SM-00-120.00-01-09.01-000

                	
                  3-31-3.00-232.00

                
	
                  11-057.00-014

                	
                  SM-00-118.00-01-24.01-000

                	
                  3-34-12.00-377.00  
      

                
	
                  13-018.00-239

                	
                  WD-00-092.02-01-05.01-000

                	
                   
      4-32-7.00-32.02

                
	
                  13-012.00-106

                	
                  NM-00-095.09-01-34.01-000

                	
                  1-33-10.00-83.01

                
	 
      	
                  ED-00-066.04-01-11.01-000

                	 
      
	 
      	
                  ED-00-066.04-01-04.01-000

                	 
      
	 
      	
                  ED-05-057.00-01-12.00-000

                	 
      
	 
      	
                  LC-03-046.00-01-07.23-000

                	 
      
	 
      	
                  DC-00-028.01-02-39.00-000

                	 
      
	 
      	
                  DC-00-028.03-07-30.00-000

                	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


        

      

    

    


    



    
      
         


      

      
         

        
          

        

      

      
         


      

    


    AMENDMENT
TO COMBINATION WATER UTILITY REAL ESTATE MORTGAGE

    AND
SECURITY AGREEMENT

     

    THIS AMENDMENT TO COMBINATION WATER
UTILITY REAL ESTATE MORTGAGE AND SECURITY AGREEMENT (this “Amendment”) is
entered into as of March 19, 2009, between TIDEWATER UTILITIES, INC. (the "Company") and CoBANK, ACB ("CoBank").

     

    BACKGROUND

     

    CoBank
and the Company are parties to a Combination Water Utility  Mortgage
and Security Agreement dated as of May 23, 2003, as amended by an Amendment to
Combination Water Utility Real Estate Mortgage and Security Agreement dated as
of September 28, 2004, and an Amendment to Combination Water Utility Real Estate
Mortgage and Security Agreement dated April 22, 2005 (the “Mortgage”). The
parties now desire to amend the Mortgage.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

     

    SECTION
1.          Amendments.

     

    (A)           Appendix
A.  Appendix A is hereby amended and restated as provided in Appendix
A hereto.

     

    (B)           Appendix
B.  Appendix B is hereby amended to add the property shown in Appendix
B hereto.

     

    SECTION
2.          Ratification.  Except
as amended hereby, the Mortgage shall remain in full force and effect as
written.

     

    IN WITNESS WHEREOF, TIDEWATER
UTILITIES, INC., as Mortgagor, has caused this Mortgage to be signed in
its name and its corporate seal to be hereunto affixed and attested by its
officers thereunto duly authorized, all as of the day and year first above
written.

     

    
      
        
          
            
              
                
                  	 
      	 
      	 
      	
                          TIDEWATER
      UTILITIES, INC., Mortgagor

                        
	
                          Signed,
      sealed and delivered

                        	 
      	 
      	 
      	 
      
	
                          in
      the presence of:

                        	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                          /s/Kenneth J. Quinn

                        	 
      	
                          By:

                        	
                          /s/A. Bruce O’Connor

                        	
                          (SEAL)

                        
	
                          Witness

                        	 
      	
                          Name:

                        	  
      	  
      
	 
      	 
      	 
      	
                          Title:

                        	
                          Treasurer

                        	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                          Attest:

                        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                          By:

                        	
                          /s/Kenneth J. Quinn

                        	 
      	 
      	 
      	 
      
	
                          Name:

                        	 
      	 
      	 
      	 
      	 
      
	
                          Title:

                        	
                          Secretary

                        	 
      	 
      	 
      	 
      


                

              

            

          

        

      



    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    STATE OF
New
Jersey                         )

                                                                  
   )

    COUNTY OF
Middlesex                       )

     

    The
foregoing instrument was acknowledged before me this 16th day of March, 2009, by
A. Bruce O’Connor, as Treasurer of Tidewater Utilities, Inc., a Delaware
corporation, on behalf of said corporation.

     

    IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid, the day and year in first above
written.

     

    
      
        
          
            
              	 	
                      /s/Jill Herrighty

                    
	 	
                      Notary
      Public

                    
	 	
                      Name:

                    	 
      


            

            	 	
                    My
      commission expires:

                  	 
      


          

        

      



    
 

     

     

    
      
         


      

      
         

        
          

        

      

      
         


      

    


    
      APPENDIX
A - - CERTAIN OBLIGATIONS; ETC.

      


      


      
        	
                1.

              	
                The
      “Credit Agreements” referred to in Section 1.01 are as
      follows:

              


      

      
        	
                 
      

              	
                (A)

              	
                Master
      Loan Agreement dated as of May 23, 2003 and numbered
    RX0024;

              


      

      
        	
                 
      

              	
                (B)

              	
                Promissory
      Note and Supplement dated as of May 23, 2003 and numbered RX0024T1 in the
      principal amount of $3,187,241.75;

              


      

      
        	
                 
      

              	
                (C)

              	
                Promissory
      Note and Supplement dated as of May 23, 2003 and numbered RX0024T2 in the
      principal amount of $10,500,000;

              


      

      
        	
                 
      

              	
                (D)

              	
                Promissory
      Note and Supplement dated as of August 22, 2005, and numbered RX0024T3 in
      the principal amount of $7,000,000;

              


      

      
        	
                 
      

              	
                (E)

              	
                Promissory
      Note and Supplement dated as of August 22, 2005, and numbered RX0024T4 in
      the principal amount of $7,000,000;

              


      

      
        	
                 
      

              	
                (F)

              	
                Promissory
      Note and Supplement dated as of August 22, 2005, and numbered RX0024T5 in
      the principal amount of $7,000,000;

              


      

      
        	
                 
      

              	
                (G)

              	
                Promissory
      Note and Supplement dated as of March 19, 2009, and
      numbered  RX0024T6 in the principal amount of
      $10,000,000;

              


      

      
        	
                 
      

              	
                (H)

              	
                Promissory
      Note and Supplement dated as of March 19, 2009, and
      numbered  RX0024T7 in the principal amount of
      $7,000,000;

              


      

      
        	
                 
      

              	
                (I)

              	
                Promissory
      Note and Supplement dated as of March 19, 2009, and
      numbered  RX0024T8 in the principal amount of
      $15,000,000;

              


      

      
        	
                 
      

              	
                (J)

              	
                All
      amendments to and restatements of any of the
  foregoing.

              


      

      


      


      2.           The
“Maximum Debt Limit” is: $67,000,000.00 plus: (1) all accrued interest,
prepayment premiums, fees and other charges owing to the Mortgagee; and (2)
other sums as provided in Section 6.09 of the
Mortgage.




    
      
         


      

      
         

        
          

        

      

      
         


      

    


    APPENDIX
B

    


    


    Parcel
No:  NM-00-095.09-01-34.01-000 (P/O Lot 122 and Well Site, Royal
Grant)

     

    ALL those two certain lots, pieces or
parcels of land, situate in North Murderkill Hundred, Kent County and State of
Delaware, Parcel No. 1 being part of Lot 122 as shown on the Record Subdivision
Plan of ROYAL GRANT, Section 1, prepared by MCA Engineering Corporation,
Engineers and Surveyors, of Newark, Delaware, dated August 3, 1975 and recorded
in the Office for the Recording of Deeds, in and for Kent County, Delaware in
Plat Book No. 14, Page 1, and Parcel No. 2 being the proposed 8' x 8' well pit
as shown on the Site Plan, Proposed Water Well, Royal Grant, prepared by MCA
Engineering, Division of Kidde Consultants, Inc., of Newark, Delaware, dated
November 7, 1977, and revised November 16, 1977, said parcels being more
particularly bounded and described as follows, to wit:

     

    PARCEL NO.
1:     BEGINNING at a point in the division line
between the parcel herein described and "Dedicated Public Open Space to Kent
County" as shown on said Plan of Royal Grant, Section 2, said point being
distant the seven following courses and distances from the Northeasterly end of
a 30.00 feet radius junction curve joining the Easterly side of Lordship Lane,
at 60.00 feet wide, and the Southerly side of Delaware Route No. 10, at 150.00
feet wide: (1) along the said Southerly side of Delaware Route No. 10, Easterly
along a curve to the right having a radius of 5654.58 feet, an arc distance of
74.51 feet to a point; (2) thence continuing along the said Southerly side of
Delaware Route No. 10, North 83 degrees 36 minutes 00 seconds East, 31.20 feet
to a point in the division line between Royal Grant, Section 2 and "Lands now or
formerly of Bancroft & Thomas, Inc"; (3) thence thereby along the rear
boundary line of Lots 169 and 168 and partly along the rear boundary line of Lot
167, South 13 degrees 34 minutes 00 seconds East, 200.00 feet to a point; (4)
thence still thereby and partly along the rear boundary line of Lot 167 and
along the rear boundary line of Lots 166, 165, 164 and 163 and partly along the
rear boundary line of Lot 162; South 20 degrees 19 minutes 00 seconds East,
337.00 feet to a point in the division line between "Dedicated Public Open Space
to Kent County" and "Lands now or formerly of Bancroft & Thomas, Inc." (5)
thence thereby North 69 degrees 41 minutes 00 seconds East, 308.00 feet to a
point; (6) thence still thereby South 20 degrees 19 minutes 00 seconds East,
160.40 feet to a point; and (7) thence still; thereby South 13 degrees 34
minutes 00 seconds East, 246.98 feet to a point, the point and place of
Beginning; thence from said Beginning point, South 13 degrees 34 minutes 00
seconds East, 50.00 feet to a point; thence South 76 degrees 26 minutes 00
seconds West, 50.00 feet to a point; thence North 13 degrees 34 minutes 00
seconds West, 50.00 feet to a point; thence North 76 degrees 26 minutes 00
seconds East, 50.00 feet to a point, the point and place of
Beginning.

     

    PARCEL NO.
2:     BEGINNING at a point in the Southerly
side of Delaware Route 10, at 150 feet wide, said point being in the division
line between Lot 122 and Lot 113; thence from said Beginning point, along the
said division line between Lot 122 and Lot 113, and along the division line
between Lot 122 and Lot 114, South 23 degrees 33 minutes 59 seconds East, 65.62
feet to a point in the division line between Lot 122 and Lot 121; thence thereby
South 42 degrees 31 minutes 00 seconds West, 32.82 feet to a point; thence North
23 degrees 33 minutes 59 seconds West, 84.21 feet to a point in the said
Southerly side of Delaware Route 10; thence

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    thereby
North 76 degrees 26 minutes 00 seconds East, 30.46 feet to a point, the point
and place of Beginning.

     

    Parcel
No:  ED-00-066.04-01-11.01-000 (P/O Lot 11, Hunters
Point)

     

    ALL that certain lot, piece or parcel
of land situated in East Dover Hundred, Kent County and State of Delaware, lying
on the west side of Springfield Way, a short distance west of Parkway Drive,
being bounded on the east in part by Lot #11 and in part by Springfield Way, on
the south by Lot #12, on the west by lands of Albert F. Biddle, on the north by
Lot #11, and being more particularly described as follows, to wit:

     

    BEGINNING at a point in the west line
of Springfield Way at a corner for this parcel and for Lot #12, said point of
beginning being the following two (2) courses from the northwesterly end of a 25
foot radius junction curve joining the west line of Parkway Drive with the south
line of Springfield Way: (1) running with the south line of Springfield Way
North 76 degrees 21 minutes 48 seconds West, 343.17 feet; thence (2) running in
a northerly direction with a 50 foot radius curve to the right an arc distance
of 76.27 feet to the place of beginning; thence running from said point of
beginning with Lot #12 North 76 degrees 19 minutes 25 seconds West, 117.0 feet
to a point in line of lands of Albert F. Biddle; thence running with said lands
of Albert F. Biddle North 00 degrees 36 minutes 21 seconds East, 30.80 feet to a
corner for this parcel and for Lot #11; thence running with said Lot #11 on the
following three (3) courses: (1) South 76 degrees 19 minutes 25 seconds East,
50.0 feet; thence (2) South 13 degrees 40 minutes 35 seconds West, 10.0 feet;
thence (3) South 76 degrees 19 minutes 25 seconds East, 78.14 feet to a point in
the west line of Springfield Way; thence running with said west line of
Springfield Way in a southerly direction with a 50 foot radius curve to the left
an arc distance of 20.58 feet to the point and place of beginning.

     

    Parcel
No:  ED-00-066.04-01-04.01-000 (South side of CR 158, 5,999 sq.
ft)

    


    PARCEL NO.
1:     ALL that certain lot, piece or parcel of
land situated in East Dover Hundred, Kent County and State of Delaware, lying on
the westerly side of Parkway Drive, a short distance south of County Road #158,
being bounded on the east in part by Parkway Drive and in part by Lot #4, on the
south by lands of R.I.P. being conveyed to Tidewater Utilities, Inc., on the
west by lands of Albert F. Biddle, on the north by Lot #4, and being more
particularly described as follows, to wit:

     

    BEGINNING at a point in the west line
of Parkway Drive at a corner for this parcel and for Lot #4, said point of
beginning being the following four (4) courses from the southerly end of a 25
foot radius curve joining the south line of County Road #158 with the west line
of Parkway Drive; (1) running with the west line of Parkway Drive South 00
degrees 34 minutes 12 seconds West, 265.0 feet; thence (2) running with the
south line of Parkway Drive, South 89 degrees 25 minutes 48 seconds East, 5.0
feet; thence (3) running with the west line South 00 degrees 34 minutes 12
seconds West, 140.0 feet; thence (4) running in a southerly direction curving to
the left on the arc of a circle having a radius of 250 feet an arc distance of
117.47 feet to the place of beginning; thence running from said point of
beginning with the westerly line of Parkway Drive in a southerly direction
curving to the left on the arc of a circle having a radius of 250.00 feet an arc
distance of 8.0 feet to a corner for this parcel and for lands of R.I.P.
being  conveyed to Tidewater Utilities, Inc.; thence running with said
lands of R.I.P. being conveyed to Tidewater

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Utilities,
Inc. South 60 degrees 34 minutes 12 seconds West 281.74 feet to a point in line
of lands of Albert F. Biddle at a common corner for this parcel, for lands of
R.I.P. being conveyed to Tidewater Utilities, Inc. and for Lot #11; thence
running with said lands of Albert F. Biddle North 00 degrees 36 minutes 21
seconds East, 17.33 feet to a corner for this parcel and for Lot #4; thence
running with said Lot #4 on the following three (3) courses: (1) North 60
degrees 34 minutes 12 seconds East, 41.33 feet; thence (2) South 29 degrees 25
minutes 48 seconds East, 7.0 feet; thence (3) North 60 degrees 34 minutes 12
seconds East, 231.87 feet to the point and place of beginning, be the contents
thereof what they may.

     

    PARCEL NO.
2:     ALL that certain lot, piece or parcel of
land situated in East Dover Hundred, Kent County and State of Delaware, lying on
the westerly side of Parkway Drive, a short distance south of County Road #158,
being bounded on the east in part by Parkway Drive and in part by Lot #5, on the
south in part by Lot #11 and in part by Lot #5, on the north by lands of Michael
Cote being conveyed to Tidewater Utilities, Inc., and being more particularly
described as follows, to wit:

     

    BEGINNING at a point in the west line
of Parkway Drive at a corner for this parcel and for Lot #4, said point of
beginning being the following four (4) courses from the southerly end of a 25
foot radius curve joining the south line of County Road #158 with the west line
of Parkway Drive: (1) running with the west line of Parkway Drive South 00
degrees 34 minutes 12 seconds West, 265.0 feet; thence (2) running with the
south line of Parkway Drive South 89 degrees 25 minutes 48 seconds East, 5.0
feet; thence (3) running with the west line South 00 degrees 34 minutes 12
seconds West, 140.0 feet; thence (4) running in a southerly direction curving to
the left on the arc of a circle having a radius of 250 feet an arc distance of
125.47 feet to the place of beginning; thence running from said point of
beginning with the westerly line of Parkway Drive in a southerly direction
curving to the left on the arc of a circle having a radius of 250 feet an arc
distance of 10.0 feet to a corner for this parcel and for lands of Michael Cote
being conveyed to Tidewater Utilities, Inc.; thence running with said lands of
Michael Cote being conveyed to Tidewater Utilities, Inc. on the following three
(3) courses: (1) South 60 degrees 34 minutes 12 seconds West, 231.94 feet;
thence (2) South 29 degrees 25 minutes 48 seconds East, 5.0 feet; thence (3)
South 60 degrees 34 minutes 12 seconds West, 40.50 feet to a point in line of
Lot #11; thence running with said Lot #11 North 61 degrees 46 minutes 39 seconds
West, 17.76 feet to a point in line of lands of Albert F. Biddle at a common
corner for this parcel, for said Lot #11 and for lands of Michael Cote being
conveyed to Tidewater Utilities, Inc.; thence running with said lands being
conveyed to Tidewater Utilities, Inc. North 60 degrees 34 minutes 12 seconds
East, 281.74 feet to the point and place of beginning, be the contents thereof
what they may.

     

    Parcel
No:  ED-05-057.00-01-12.00-000 (East of but not adjacent to US Rt. 13,
Dover)

     

    ALL that certain piece and parcel of
land and premises situated in East Dover Hundred, Kent County, Delaware, east of
but not adjacent to U.S. Rt. 13, more particularly described as follows, to
wit:

     

    BEGINNING at a point which is the
northeast corner of the State of Delaware lands used as the Delaware State
Police Station at a concrete monument, said point also being North fifty-two
(52) degrees three (3) minutes East of and Five Hundred (500) feet from the East
right of way line of U.S. Rt. 13; thence from said beginning point North
fifty-two (52) degrees, twenty-three (23) minutes East One Hundred Twenty (120)
ft. to a new corner now established; thence

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    South
forty (40) degrees, fifteen (15) minutes East One Hundred Twenty (120) ft. to
another new corner now established; thence South fifty-two (52) degrees,
twenty-three (23) minutes West One Hundred Twenty (120) ft. to the East line of
lands of the State of Delaware; thence North forty (40) degrees, fifteen (15)
minutes West and binding with State of Delaware lands to the place of
beginning.

     

    Parcel
No:  LC-03-046.00-01-07.23-000 (Holly Oak Lane, Central Delaware
Business Park)

     

    ALL that parcel of land situate in the
Town of Cheswold, Little Creek Hundred, Kent County, State of Delaware, being a
portion of Lot 7 of the Central Delaware Business Park for which the Record Plan
for the same is recorded in the Office of the Recorder of Deeds, in and for Kent
County, Delaware in Plat Book 77, Page 80, said parcel being more particularly
bounded and described as follows, to wit:

     

    BEGINNING for the same at a point on
the westerly line of Holly Oak Lane, an 80.00 foot wide private right-of-way,
the northeasterly corner for the herein described parcel and a common corner
with lands now or formerly of Harvey L. and Stephanie G. Reed (D.R. A-47-242);
thence, from the said point of Beginning and with the division line for lands of
said Reed South 71 degrees 52 minutes 04 seconds West, 189.42 feet to a point;
thence along new lines hereby created separating these lands from remaining
lands of the aforementioned Lot No. 7 the following two (2) courses and
distances: (1) South 18 degrees 07 minutes 56 seconds East, 110.00 feet to a
point; thence (2) North 71 degrees 52 minutes 04 seconds East, 185.00 feet to a
point intersecting the arc of a curve for the aforementioned westerly
right-of-way line of Holly Oak Lane; thence, with the same along a 457.87 foot
radius curve to the right, said curve having a chord bearing of North 19 degrees
35 minutes 52 seconds West and a chord distance of 110.09 feet, an arc distance
of 110.36 feet to a point, the place of Beginning.

     

    Parcel
No:  DC-00-028.01-02-39.00-000 (Lot E, Willowwood
Subdivision)

     

    ALL the following parcels of real
property, as described by that certain survey and metes and bounds description
prepared by Morris & Ritchie Associates, Inc. dated September 27, 2004 as
follows:

     

    PARCEL NO.
1:     BEGINNING for the first at a pin and cap
to be set in and distant 404.48 feet from a 1 1⁄2 inch pipe heretofore set at the
end of the sixth or North 33 degrees 38 minutes 42 seconds West, 795.04 foot
line of a deed from Joseph F. Wick and Patricia W. Wick to Frederick J. Wick,
dated January 19, 1977 and recorded in the Office of the Recorder of Deeds, in
and for Kent County, Delaware in Deed Book F, Volume 31, Page 371, said pin and
cap also being in and distant 254.48 feet from the beginning of the eighteenth
or South 33 degrees 38 minutes 42 seconds East, 300.00 foot line of Parcel No. 2
of a deed from Joseph F. Wick and Patricia W. Wick to Joseph F. Wick and
Patricia W. Wick, dated August 20, 1992 and recorded in the aforesaid Office of
the Recorder of Deeds in Deed Book Y, Volume 51, Page 13, thence binding
reversly on part of the said sixth line of the first mentioned deed and binding
also on part of the said eighteenth line of second mentioned deed, as now
surveyed, with bearings referred to the Delaware Coordinate System (NAD 83/86),
(1) South 45 degrees 29 minutes 57 seconds East, 45.52 feet to a pinch pipe
heretofore set at the beginning of the nineteenth line of the second mentioned
deed, said pinch pipe being also at the end of the third or North 46 degrees 49
minutes 13 seconds East 50.00 foot line of Parcel A of a deed from Charles M.
Ewing and Dorothy Mae Ewing to Tidewater Utilities, Inc., dated June 22, 1978
and recorded in the

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    aforesaid
Office of the Recorder of Deeds in Deed Book T, Volume 32, Page 112; thence
binding on part of the nineteenth line of the second mentioned deed and binding
also reversely on part of the third line of the last mentioned deed, (2) South
44 degrees 30 minutes 03 seconds West, 10.00 feet to a point; thence running
through and across the second mentioned deed, two courses, viz: (3) North 45
degrees 29 minutes 57 seconds West, 45.39 feet to a point; and (4) North 43
degrees 44 minutes 26 seconds East, 10.00 feet to the place of
beginning.

     

    PARCEL NO.
2:      BEGINNING for the second at point
at the beginning of the first or South 46 degrees 49 minutes 13 seconds West,
50.00 feet of Parcel A of a deed from Charles M. Ewing and Dorothy Mae Ewing to
Tidewater Utilities, Inc., dated June 22, 1978 and recorded in the Office of the
Recorder of Deeds, in and for Kent County, Delaware in Deed Book T, Volume 32,
Page 112, said point being also at the beginning of the twenty-second or South
33 degrees 38 minutes 42 seconds East, 295.04 foot line of Parcel No. 2 of a
deed from Joseph F. Wick and Patricia W. Wick to Joseph F. Wick and Patricia W.
Wick, dated August 20, 1992 and recorded in the aforesaid Office of the Recorder
of Deeds in Deed Book Y, Volume 51, Page 13, said point being also in and
distant 289.01 feet from the beginning of the sixth or North 33 degrees 38
minutes 42 seconds West, 795.04 foot line of a deed from Joseph F. Wick and
Patricia W. Wick to Frederick J. Wick, dated January 19, 1977 and recorded in
the aforesaid Office of the Recorder of Deeds in Deed Book F, Volume 31, Page
371, thence binding on part of the said twenty-second line of the second
mentioned deed and binding also reversely on part of the said sixth line of the
third mentioned deed, as now surveyed, with bearings referred to the Delaware
Coordinate System (NAD83/86), (1) South 45 degrees 29 minutes 57 seconds East,
25.74 feet to a point of curvature, thence running for new lines of division
through the aforesaid Parcel No. 2 of the second mentioned deed, two courses,
viz: (2) By a non-tangent curve to the left having a radius of 375.00 feet an
arc length of 10.00 feet, said curve being subtended by a chord bearing 43
degrees 14 minutes 22 seconds West, 10.00 feet to a point, and (3) North 45
degrees 29 minutes 57 seconds West, 25.96 feet to intersect the aforesaid first
line of the first mentioned Parcel A and to intersect the twenty-first line of
the second mentioned deed, thence binding reversely on part of the said first
line to its beginning and binding on the remainder of the said twenty-first
line, (4) North 44 degrees 30 minutes 03 seconds East, 10.00 feet to the place
of beginning.

     

    Parcel
No:  DC-00-028.03-07-30.00-000 (Lot D, Willowwood
Subdivision)

     

    ALL the following parcels of real
property, as described by that certain survey and metes and bounds description
prepared by Morris & Ritchie Associates, Inc., dated September 27, 2004 as
follows:

     

    PARCEL NO.
1:     BEGINNING for the first at a pin and cap
to be set in and distant 404.48 feet from a 1 1⁄2 inch pipe found at the end of
the sixth or North 33 degrees 38 minutes 42 seconds West, 795.04 foot line of a
deed from Joseph F. Wick and Patricia W. Wick to Frederick J. Wick, dated
January 19, 1977 and recorded in the Office of the Recorder of Deeds in and for
Kent County, Delaware in Deed Book F, Volume 31, Page 371, said pin and cap also
being in and distant 254.48 feet from the beginning of the eighteenth or South
33 degrees 38 minutes 42 seconds East, 300.00 foot line of Parcel No. 2 of a
deed from Joseph F. Wick and Patricia W. Wick to Joseph F. Wick and Patricia W.
Wick, dated August 20, 1992 and recorded in the aforesaid Office of the Recorder
of Deeds in Deed Book Y, Volume 51, Page 13, thence running for new lines of
division through and across the first mentioned deed, as now surveyed,
with

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    bearings
referred to the Delaware Coordinate System (NAD'83/86), three courses, viz: (1)
North 43 degrees 44 minutes 26 seconds East, 47.17 feet to a pin and cap to be
set; (2) South 58 degrees 56 minutes 16 seconds East 115.00 feet to a pin and
cap to be set at a point of curvature, and (3) by a non-tangent curve to the
right with a radius of 375.00 feet and an arc length of 74.70, said curve being
subtended by a chord bearing South 36 degrees 46 minutes 08 seconds West, 74.57
feet, to a pin and cap to be set, said pin and cap being in the aforesaid sixth
line of the first mentioned deed, said pin and cap also being in the
twenty-second line of the second mentioned deed, thence binding on part of the
said sixth line and binding reversely on the said twenty-second line, (4) North
45 degrees 29 minutes 57 seconds West, 25.74 feet to a point at the end of the
four or South 33 degrees 10 minutes 47 seconds East, 50.00 foot line of Parcel A
of a deed from Charles M. Ewing and Dorothy Mae Ewing to Tidewater Utilities,
Inc., dated June 22, 1978 and recorded in the Office of the Recorder of Deeds in
Deed Book T, Volume 32, Page 112, thence binding reversely on the said fourth
line and continuing to bind on part of the aforesaid sixth line of the first
mentioned deed; (5) North 45 degrees 29 minutes 57 seconds West, continuing the
same course, 50.00 feet to a pinch pipe heretofore set at the beginning of the
said fourth line of the third mentioned deed, said pinch pipe also being at the
end of the aforesaid eighteenth line of the second mentioned deed, thence
binding reversely on part of the said eighteenth line and continuing to bind on
part of the aforesaid sixth line of the first mentioned deed, (6) North 45
degrees 29 minutes 57 seconds West, continuing the same course, 45.52 feet to
the place of beginning.

     

    PARCEL NO.
2:     BEGINNING for the second at a 1 1⁄2 inch
pipe heretofore set at the beginning of the seventh or South 63 degrees 21
minutes 18 seconds West, 889.09 foot line of a deed from Joseph F. Wick and
Patricia W. Wick to Frederick J. Wick, dated January 19, 1977 and recorded in
the Office of the Recorder of Deeds in and for Kent County, Delaware in Deed
Book F, Volume 31, Page 371, said 1 1⁄2 inch pipe also being at the end of the
third or North 64 degrees 05 minutes 12 seconds East, 150.00 foot line of Parcel
B of a deed from Charles M. Ewing and Dorothy Mae Ewing to Tidewater Utilities,
Inc., dated June 22, 1978, and recorded in the said Office of the Recorder of
Deeds in Deed Book T, Volume 32, Page 112, thence binding on part of the seventh
line of the first mentioned deed and binding also reversely on the third line of
the second mentioned deed, as now surveyed, with bearings referred to the
Delaware Coordinate System (NAD'83/86); (1) South 51 degrees 28 minutes 33
seconds West, 150.00 feet to a concrete monument heretofore set, thence running
for new lines of division through the first mentioned deed, four courses, viz:
(2) North 39 degrees 59 minutes 04 seconds West, 19.63 feet to a pin and cap to
be set; (3) North 50 degrees 00 minutes 56 seconds East, 157.81 feet to a pin
and cap to be set; (4) South 45 degrees 56 minutes 24 seconds East, 173.99 feet
to a pin and cap to be set; and (5) South 51 degrees 28 minutes 33 seconds West,
10.07 feet to a 3 inch pipe heretofore set at the end of the fourth line of the
second mentioned deed, said pipe also being in the sixth line of the first
mentioned deed, thence binding reversely on the said fourth line and binding
also on part of the said sixth line; (6) North 45 degrees 29 minutes 57 seconds
West, 150.00 feet to the place of beginning.

     

     

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