ex10-3.htm


     

    
 

    


    Exhibit
10.3

    [Bank of
America Letterhead]

    


    


    


    


    May 4,
2009

    


    


    Utility
Services Affiliates (Perth Amboy) Inc.

    1500
Ronson Road

    Iselin,
New Jersey 08830

    


    Attention:  Mr.
Bruce O’Connor, Vice President and Treasurer

    


    
      	
               
      

            	
              Re:

            	
              Uncommitted
      Line of Credit

            


    

    
      	
               
      

            	
              Extension
      of Maturity Date

            


    

    


    Dear Mr.
O’Connor:

    


    Reference is made to the Master
Promissory Note, dated July 18, 2008 (the “Note”) in the original maximum
principal amount of Three Million and 00/100 Dollars ($3,000,000), executed by
Utility Services Affiliates (Perth Amboy) Inc., a New Jersey corporation (the
"Borrower") and delivered to Bank of America, N.A. (the “Bank”), and the
Uncommitted Line of Credit Letter Agreement, dated May 1, 2008, between the
Borrower and Bank (the “Letter Agreement”). The obligations to the Bank are
guaranteed by Middlesex Water Company under Continuing and Unconditional
Guaranty, dated July 22, 2008 (the “Guaranty”).  The Note, Letter
Agreement, Guaranty, and any and all other documents, instruments, and
agreements executed in connection therewith are referred to herein as the “Loan
Documents”. Capitalized terms used herein shall have the meaning ascribed to
them in the Loan Documents.

    


    The Borrower has requested that the
Note, the Letter Agreement, and all documents, instruments, agreements and
amendments that evidence, govern or secure the Note (together with the Note, and
the "Loan Documents") be modified for the purpose of extending the Maturity Date
(as such term is defined in the Note) and the Bank has agreed to such
extension.

    


    The Bank agrees that the Maturity Date
as set forth in the Loan Documents shall be extended from May 30, 2009 to May
30, 2010.

    


    Upon (a) the execution and delivery of
this Letter Agreement by the Borrower and (b) receipt by the Bank of any unpaid
payments under the Loan Documents, if any, through but not including the date of
the execution and delivery of this letter and the extension set forth in this
letter shall be effective and enforceable against the Borrower. Nothing herein
contained or implied shall be construed as a waiver of any other provision of
the Loan Documents or any other document executed in connection with the Loan
Documents or a waiver of any presently existing or future default in the
non-payment of principal and/or interest or any other amounts due under the Loan
Documents.

    


    The Borrower hereby warrants and
represents that the representations and warranties contained in the Loan
Documents continue to be true and correct and that no event of default, and no
event which with the giving of notice or lapse of time or both would become an
event of default, has occurred or is


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    continuing
under the Loan Documents.  The Borrower acknowledges that as of the
date hereof there are no offsets, defenses, claims, counterclaims, charges or
deductions of any nature against amounts due and owing under the Note or against
the Bank or any of its officers, directors or employers.

    


    The Borrower and the Guarantor hereby
ratify and confirm in all respects and without condition all of the terms and
provisions of the Loan Documents, as modified herein, as applicable, and each
agrees that said terms and provisions, except to the extent expressly modified
herein, continue in full force and effect.

    


    This letter shall be binding upon the
Borrower and each endorser and guarantor of the Loan Documents and their
respective successors, heirs and assigns and shall inure to the benefit of the
Bank and its successors and assigns. This Agreement shall take effect as a
sealed instrument and shall be governed by the laws of the State of New
Jersey.

    


    In no event shall this letter agreement
constitute or be construed as a waiver or release of the obligations of any
maker, guarantor, endorser or other person liable for the Borrower’s obligations
under the Note, and the obligations of such parties shall remain in full force
and effect.

    


    If this letter extending the Maturity
Date is acceptable, please acknowledge below and return the acknowledged copy to
me.

    


    If you have any questions, please
contact me.

    


    
      	 
      	
              Sincerely,

            
	 
      	 
      	 
      
	 
      	
              Bank
      of America, N.A.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/Lori A.
      Moylan                    
      

            
	 
      	 
      	
              Lori
      A. Moylan

            
	 
      	 
      	
              Senior
      Vice President

            


    

    


    


    This
letter is agreed to by:

    


    
      	
              WITNESS:

            	 
      
	 
      	
              UTILITY
      SERVICES AFFILIATES (PERTH AMBOY) INC.

               

            
	
              /s/Ronald
      Williams

               

               

            	
              By:
      /s/ A. Bruce
      O’Connor                             
      

                   NAME:  A.
      Bruce O’Connor

                   TITLE:   Vice
      President & Treasurer

               

            


    

    


    GUARANTOR:

    


    MIDDLESEX
WATER COMPANY

    


    


    By: /s/A. Bruce
O’Connor           


           Vice
President & CFO

     
 

     

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