Exhibit 10.34 


 


 


Loan No. RX0024T6C


 


THIRD AMENDMENT TO 


PROMISSORY NOTE AND SUPPLEMENT


(Revolving Term Loan)


 


THIS THIRD AMENDMENT
TO PROMISSORY NOTE AND SUPPLEMENT (this "Amendment"), is entered into as of March 7, 2017, between TIDEWATER
UTILITIES, INC., a Delaware corporation (the "Company"), and CoBANK, ACB, a federally chartered instrumentality
of the United States ("CoBank").


 


BACKGROUND


 


The Company and CoBank
are parties to a Promissory Note and Supplement (Revolving Term Loan Supplement) dated as of March 19, 2009, and number RX0024T6,
as amended by a First Amendment to Promissory Note and Supplement dated as of August 31, 2011, and a Second Amendment to Promissory
Note and Supplement dated as of October 15, 2014 (collectively, the “Supplement”). The parties now desire to
amend the Supplement.


 


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


 


SECTION 1.
Defined Terms.  All capitalized terms used herein and not defined herein shall have the meanings given to those terms in
the Supplement or in the “MLA” (as defined in the Supplement).


SECTION 2.
Amendments. Section 3 of the Supplement is hereby amended and restated to read as follows:


Term.  The term of the
Commitment shall be from the date hereof, up to and including November 30, 2020, or such later date as CoBank may, in its sole
discretion, authorize in writing.


SECTION
3. Representations and Warranties. To induce CoBank to enter into this Amendment, the Company represents and warrants
that: (A) except for such as have been obtained, are in full force and effect, and are not subject to appeal, no consent,
permission, authorization, order or license of any governmental authority or of any party to any agreement to which the
Company is a party or by which it or any of its property may be bound or affected, is necessary in connection with the
execution, delivery, performance or enforcement of this Amendment; (B) the Company is in compliance with all of the terms of
the Loan Documents, and no Default or Event of Default exists; and (C) this Amendment has been duly authorized, executed and
delivered by the Company, and creates legal, valid, and binding obligations of the Company which are enforceable in
accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or
similar laws affecting the rights of creditors generally. Without limiting (B) above, the Company represents and warrants
that it is in compliance with all notice provisions of the Loan Documents, including, without limitation, the requirement to
notify CoBank of the commencement of material litigation and of certain environmental matters.


SECTION 4.
Confirmation.  Except as amended hereby, the Supplement shall remain in full force and effect as written.


SECTION 5. Counterparts
and Electronic Delivery. This Amendment may be executed in counterparts (and by different parties in different counterparts),
each of which shall constitute an original, and all of which when taken together shall constitute a single agreement. In addition,
this Amendment may be delivered by electronic means.


 


(Signature page(s) follow)




     


     


    


 


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


	CoBANK, ACB	 	TIDEWATER UTILITIES, INC.
	 	 	 	 	 
	By:	/s/Christen Spencer	 	By:	/s/A. Bruce O’Connor
	 	 	 	 	 
	Title:	Assistant Corporate Secretary	 	Title:	Treasurer


 


 


 


 


 


 


 


 


 


 


 


(Signature page to the Third Amendment to


Promissory Note and Supplement (Revolving Term
Loan Supplement)