Exhibit
10.27(b)


 








 


AMENDMENT NO. 1 TO UNCOMMITTED LOAN AGREEMENT


 


This Amendment No. 1 (the “Amendment”)
dated as of January 27, 2022, is between Bank of America, N.A. (the “Bank”) and Middlesex Water Company, a New Jersey corporation,
Tidewater Utilities, Inc., a Delaware corporation, White Marsh Environmental Systems, Inc., a Delaware corporation, Pinelands Water Company,
a New Jersey corporation, Pinelands Wastewater Company, a New Jersey corporation, Utility Service Affiliates, Inc., a New Jersey corporation
and Utility Service Affiliates (Perth Amboy) Inc., a New Jersey corporation (individually and collectively, the “Borrower”).


 


RECITALS


 


A. The Bank, the Borrower and Tidewater Environmental
Services, Inc., a Delaware corporation, entered into a certain Uncommitted Loan Agreement dated as of January 28, 2021 (together with
any previous amendments, the “Agreement”).


 


B. On January 14, 2022 Middlesex Water Company
sold all the shares of stock of Tidewater Environmental Services, Inc., to Artesian Wastewater Management,


 


C. The Bank and the Borrower desire to amend the
Agreement. This Amendment shall be effective on January 27, 2022, subject to any conditions stated in this Amendment.


 


AGREEMENT


 


1. Definitions. Capitalized terms used but
not defined in this Amendment shall have the meaning given to them in the Agreement.


 


1. Amendments. The Agreement is hereby amended
as follows:


 


1.1 In
Paragraph 2.1(a), the number “Thirty Million Dollars ($30,000,000)” is changed to “Sixty Million Dollars ($60,000,000).”


 


1.2 In
Paragraph 2.2 the date “January 27, 2022” is changed to “January 26, 2023”.


 


1.3 Paragraph
2.3(a) is amended to read in its entirety as follows:


 


(a) The Borrower will
pay interest on any BSBY Daily Floating Rate Loan on the first banking day of each month until payment in full of all principal outstanding
under this facility. The Borrower will pay interest on any BSBY Rate Loan at the end of the applicable interest period; provided that
no interest period shall expire later than the Loan Maturity Date for the applicable Loan. The amount of each interest payment shall be
the amount of accrued interest on the Uncommitted Line of Credit as of the interest payment date or such earlier accrual date as indicated
on the billing statement for such interest payment.


 


1.4 In
Paragraph 2.4(a) the words “LIBOR Daily Floating Rate Loan” are changed to “BSBY Daily Floating Rate Loan” and
the words “LIBOR Rate Loan” are changed to “BSBY Rate Loan”.


 






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1.5 Paragraph
2.4(b) is amended to read in its entirety as follows:


 


(b) A
“BSBY Daily Floating Rate Loan” is a loan that bears interest equal to the BSBY Daily Floating Rate plus 1.15 percentage
points The “BSBY Daily Floating Rate” is a fluctuating rate of interest which can change on each banking day. The rate
will be adjusted on each banking day to equal the BSBY Screen Rate for U.S. Dollar deposits two Business Days prior to the date of determination
for a one month term beginning on that date; provided that if such rate is not published on such determination date then the rate
will be the BSBY Screen Rate on the first Business Day immediately prior thereto. “BSBY Screen Rate” means the Bloomberg Short-Term
Bank Yield Index rate (“BSBY”) administered by Bloomberg Index Services Limited and published on the applicable Reuters screen
page (or such other commercially available source providing such quotations as may be designated by the Bank from time to time). If such
rate is not available at such time for any reason or the Bank makes the determination to incorporate or adopt a new interest rate to replace
the BSBY Daily Floating Rate in credit agreements, then the Bank may replace the BSBY Daily Floating Rate with an alternate interest rate
and adjustment, if applicable, as reasonably selected by the Bank, giving due consideration to any evolving or then existing conventions
for such interest rate and adjustment (any such successor interest rate, as adjusted, the “Successor Rate”). In connection
with the implementation of the Successor Rate, the Bank will have the right, from time to time, in good faith to make any conforming,
technical, administrative or operational changes to this Agreement as may be appropriate to reflect the adoption and administration thereof
and, notwithstanding anything to the contrary herein or in any other loan document, any amendments to this Agreement implementing such
conforming changes will become effective upon notice to the Borrower without any further action or consent of the other parties hereto.
A “Business Day” is a day other than a Saturday or a Sunday on which banks are open for business in the State of New York.
If at any time the BSBY Daily Floating Rate or any Successor Rate is less than zero, such rate shall be deemed to be zero for the purposes
of this Agreement.


 


1.6 Paragraph
2.4(c) is amended to read in its entirety as follows:


 


(c) A “BSBY
Rate Loan” is a Loan that bears interest equal to the BSBY Rate plus 1.15 percentage points. No more than ten (10) BSBY Rate
Loans may be outstanding at any one time. The “BSBY Rate” means, for any applicable interest period, the rate per annum
equal to the BSBY Screen Rate two Business Days prior to the commencement of such interest period with a term equivalent to such interest
period; provided that if such rate is not published on such determination date then the rate will be the BSBY Screen Rate on the
first Business Day immediately prior thereto. “BSBY Screen Rate” means the Bloomberg Short-Term Bank Yield Index rate (“BSBY”)
administered by Bloomberg Index Services Limited and published on the applicable Reuters screen page (or such other commercially available
source providing such quotations as may be designated by the Bank from time to time). If the BSBY Rate is not available at such time for
any reason or the Bank makes the determination to incorporate or adopt a new interest rate to replace the BSBY Rate in credit agreements,
then the Bank may replace the BSBY Rate with an alternate interest rate and adjustment, if applicable, as reasonably selected by the Bank,
giving due consideration to any evolving or then existing conventions for such interest rate and adjustment (any such successor interest
rate, as adjusted, the “Successor Rate”). In connection with the implementation of the Successor Rate, the Bank will have
the right, from time to time, in good faith to make any conforming, technical, administrative or operational changes to this Agreement
as may be appropriate to reflect the adoption and administration thereof and, notwithstanding anything to the contrary herein or in any
other loan document, any amendments to this Agreement implementing such conforming changes will become effective upon notice to the Borrower
without any further action or consent of the other parties hereto. If at any time the BSBY Rate or any Successor Rate is less than zero,
such rate shall be deemed to be zero for purposes of this Agreement.


 


1.7 Paragraph
2.4(d) is amended to read in its entirety as follows:


 


(d) The
election of BSBY Rates shall be subject to the following terms and requirements: The interest period during which the BSBY Rate will be
in effect will be one (1) or three (3) months, as agreed to by the Bank in its sole and absolute discretion. The first day of the interest
period must be a day other than a Saturday or a Sunday on which banks are open for business in New York (a “BSBY Banking Day”).
The last day of the interest period and the actual number of days during the interest period will be determined by the Bank using the
practices of the inter-bank market (as determined by the Bank in its sole and absolute discretion). The Borrower shall irrevocably request
a BSBY Rate Loan no later than 12:00 noon Eastern time on the BSBY Banking Day preceding the day on which the BSBY Rate will be set, as
specified above. For example, if there are no intervening holidays or weekend days in any of the relevant locations, the request must
be made at least two days before the BSBY Rate takes effect. Each prepayment of a BSBY Rate Loan, whether voluntary, upon the Bank’s
demand, by reason of acceleration, maturity or otherwise, will be accompanied by the amount of accrued interest on the amount prepaid
and a prepayment fee as described below. A “prepayment” is a payment of an amount on a date earlier than the scheduled payment
date for such amount as required by this Agreement. The prepayment fee shall be in an amount sufficient to compensate the Bank for any
loss, cost or expense incurred by it as a result of the prepayment, including any loss of anticipated profits and any loss or expense
arising from the liquidation or reemployment of funds obtained by it to maintain such BSBY Rate Loan or from fees payable to terminate
the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by the Bank in
connection with the foregoing.


 






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1.8 The
following Paragraph 2.4(e) is added as follows:


 


(e) If
the BSBY Rate and the BSBY Daily Floating Rate (each a “Rate”) is not available at such time for any reason or the Bank makes
the determination to incorporate or adopt a new interest rate to replace a Rate in credit agreements, then the Bank may replace such Rate
with an alternate interest rate and adjustment, if applicable, as reasonably selected by the Bank, giving due consideration to any evolving
or then existing conventions for such interest rate and adjustment (any such successor interest rate, as adjusted, the “Successor
Rate”). In connection with the implementation of any Successor Rate, the Bank will have the right, from time to time, in good faith
to make any conforming, technical, administrative or operational changes to this Agreement as may be appropriate to reflect the adoption
and administration thereof and, notwithstanding anything to the contrary herein or in any other loan document, any amendments to this
Agreement implementing such conforming changes will become effective upon notice to the Borrower without any further action or consent
of the other parties hereto. If at any time any Successor Rate is less than zero, such rate shall be deemed to be zero for the purposes
of this Agreement.


 


1.9 Amendment
to definition of Borrower. The term “Borrower” in the Agreement is hereby amended to mean the “Borrower” as defined
in this Amendment the effect of which change is that Tidewater Environmental Services, Inc. is no longer a party to the Agreement as hereby
amended.


 


2. Representations and Warranties. When
the Borrower signs this Amendment, the Borrower represents and warrants to the Bank that: (a) there is no event which is, or with notice
or lapse of time or both would be, a default under the Agreement except those events, if any, that have been disclosed in writing to the
Bank or waived in writing by the Bank, (b) the representations and warranties in the Agreement are true as of the date of this Amendment
as if made on the date of this Amendment, (c) this Amendment does not conflict with any law, agreement, or obligation by which the Borrower
is bound, (d) if the Borrower is a business entity or a trust, this Amendment is within the Borrower’s powers, has been duly authorized,
and does not conflict with any of the Borrower’s organizational papers, (e) the information included in the Beneficial Ownership
Certification most recently provided to the Bank, if applicable, is true and correct in all respects, and (f) as of the date of this Amendment
and throughout the term of the Agreement, no Borrower or Guarantor, if any, is (1) an employee benefit plan subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (2) a plan or account subject to Section 4975 of the
Internal Revenue Code of 1986 (the “Code”); (3) an entity deemed to hold “plan assets” of any such plans or accounts
for purposes of ERISA or the Code; or (4) a “governmental plan” within the meaning of ERISA.


 


3. Conditions. The effectiveness of this
Amendment is conditioned upon the Bank’s receipt of the following items, in form and content acceptable to the Bank:


 


3.1 A
fully executed counterpart of this Amendment from the Borrower in form satisfactory to the Bank.


 


3.2 KYC
Information.


 


(a)
Upon the request of the Bank, the Borrower shall have provided to the Bank, and the Bank shall be reasonably satisfied with, the documentation
and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and
regulations, including, without limitation, the PATRIOT Act.


 






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(b) If
the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial
Ownership Certification to the Bank if so requested.


 


3.3 Evidence
that the execution, delivery and performance by the Borrower of this Amendment and any instrument or agreement required under this Amendment
have been duly authorized.


 


3.4 Payment by
the Borrower of all costs, expenses and attorneys’ fees (including allocated costs for in-house legal services) incurred by the
Bank in connection with this Amendment.


 


4. Effect of Amendment. Except as provided
in this Amendment, all of the terms and conditions of the Agreement, including but not limited to any Waiver of Jury Trial or Dispute
Resolution Provision contained therein, shall remain in full force and effect.


 


5. Electronic Records
and Signatures. This Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement,
disclosure or authorization related to this Amendment (each a “Communication”), including Communications required
to be in writing, may, if agreed by the Bank, be in the form of an Electronic Record and may be executed using Electronic Signatures,
including, without limitation, facsimile and/or .pdf. The Borrower agrees that any Electronic Signature (including, without limitation,
facsimile or .pdf) on or associated with any Communication shall be valid and binding on the Borrower to the same extent as a manual,
original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation
of the Borrower enforceable against the Borrower in accordance with the terms thereof to the same extent as if a manually executed original
signature was delivered to the Bank. Any Communication may be executed in as many counterparts as necessary or convenient, including
both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the
authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication
which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted
into another format, for transmission, delivery and/or retention. The Bank may, at its option, create one or more copies of any Communication
in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course
of the Bank’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including
an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability
as a paper record. Notwithstanding anything contained herein to the contrary, the Bank is under no obligation to accept an Electronic
Signature in any form or in any format unless expressly agreed to by the Bank pursuant to procedures approved by it; provided, further,
without limiting the foregoing, (a) to the extent the Bank has agreed to accept such Electronic Signature, the Bank shall be entitled
to rely on any such Electronic Signature purportedly given by or on behalf of any Obligor without further verification and (b) upon the
request of the Bank any Electronic Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof,
“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively,
by 15 USC §7006, as it may be amended from time to time.


 


6. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT
EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE
SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO
THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE
OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.


 




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The parties executed this
Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal.


 


	Bank:	 
	 	 
	Bank of America, N.A.	 
	 	 
	By: 	/s/ Dilcia P. Hill	 
	 	Dilcia P. Hill, Senior Vice President	 
	 	 
	Borrower:	 
	 	 
	Middlesex Water Company	 
	 	 
	By:	 /s/ A. Bruce O’Connor	 
	 	A. Bruce O’Connor, Sr. VP, Treasurer & CFO	 
	 	 
	Tidewater Utilities, Inc.	 
	 	 
	By: 	/s/ A. Bruce O’Connor	 
	 	A. Bruce O’Connor, President	 
	 	 
	White Marsh Environmental Systems, Inc.	 
	 	 
	By: 	/s/ A. Bruce O’Connor	 
	 	A. Bruce O’Connor, President	 
	 	 
	Pinelands Water Company	 
	 	 
	By:	 /s/ A. Bruce O’Connor	 
	 	A. Bruce O’Connor, VP & Treasurer	 
	 	 
	Pinelands Wastewater Company	 
	 	 
	By: 	/s/ A. Bruce O’Connor	 
	 	A. Bruce O’Connor, VP & Treasurer	 
	 	 
	Utility Service Affiliates, Inc.	 
	 	 
	By: 	/s/ A. Bruce O’Connor	 
	 	A. Bruce O’Connor, Treasurer	 
	 	 
	Utility Service Affiliates (Perth Amboy) Inc.	 
	 	 
	By: 	/s/ A. Bruce O’Connor	 
	 	A. Bruce O’Connor, Treasurer	 









 





	Address where notices to

the Bank are to be sent:	 	Address where notices to

the Borrower are to be sent:
	Dilcia P. Hill Senior Vice President

        Commercial Credit Officer
 Global Commercial Banking
 Bank of America
 NJ7-550-04-02, 194 Wood Ave. South, Iselin, NJ

        08830
 T 732 321 5925 F 212 230 8577
 dilcia.p.hill@bofa.com
	 	Middlesex
Water Company
 485 C Route 1 South, Suite 400, Iselin NJ 08830-3020
 Attention: A. Bruce O’Connor
 Senior Vice President,
Treasurer and

                                                        Chief Financial Officer



 


 


 


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