Exhibit 10.39


 





 


Global Commercial Banking


 


 


May 25, 2011


 


Utility Service Affiliates (Perth Amboy) Inc.


1500 Ronson Road


Iselin, New Jersey 08830


 


Attention: Mr. Bruce O'Connor, Vice President and Chief Financial
Officer


 


Re: 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 Service 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 (the
“Guarantor”) 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 alI 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 Loan Documents) and the Bank has agreed to such extension.


 


The Bank agrees that the Maturity Date
as set forth in the Loan Documents shalI be extended from May 30, 2011 to May 30, 2012.


 


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 and Guarantor. Nothing herein contained or
implied shalI 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.


 








 



Bank
of America, N.A., NJ6-502-03-08

750 Walnut Avenue, Cranford, NJ 07016


Member FDIC


 


 






    	 



    	 



    
 


 


 


Each of the Borrower and the Guarantor
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 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 (including the Guarantor) 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
	 	NAME:  Lori A. Moylan
	 	TITLE:   Senior Vice President


 


 


 


 


 


 


 


 


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This letter is agreed to by:


 


WITNESS:


	 	 	UTILITY SERVICE AFFILIATES (PERTH
	 	 	AMBOY) INC.
	 	 	 	 
	 	 	 	 
	/s/Kenneth J. Quinn	 	By:	/s/A. Bruce O’Connor
	       Secretary	 	 	NAME:
	 	 	 	TITLE:    VP


 


GUARANTOR:


 


	MIDDLESEX WATER COMPANY
	 	 	 
	By:	/s/ A. Bruce O’Connor	 
	 	NAME:	 
	 	TITLE:  VP & CFO