Amended
and Restated


Committed Line Of Credit Note


(Multi-Rate Options)


 


 


	$48,000,000.00	February 19, 2019


 


 


FOR VALUE RECEIVED, MIDDLESEX WATER
COMPANY, PINELANDS WASTEWATER COMPANY, PINELANDS WATER COMPANY, TIDEWATER ENVIRONMENTAL SERVICES, INC., TIDEWATER UTILITIES, INC.,
UTILITY SERVICE AFFILIATES (PERTH AMBOY) INC., UTILITY SERVICE AFFILIATES INC., and WHITE MARSH ENVIRONMENTAL SYSTEMS, INC.
(individually and collectively, the “Borrower”), with an address at 1500 Ronson Road, Iselin, NJ 08330-3020,
jointly and severally, promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in
lawful money of the United States of America in immediately available funds at its offices located at Two Tower Center Boulevard,
East Brunswick, New Jersey 08816, or at such other location as the Bank may designate from time to time, the principal sum of FORTY
EIGHT MILLION AND 00/100 DOLLARS ($48,000,000.00) (the “Facility”) or such lesser amount as may be
advanced to or for the benefit of the Borrower hereunder, together with interest accruing on the outstanding principal balance
from the date hereof, all as provided below.


 


1.       Advances.
The Borrower may request advances, repay and request additional advances hereunder until the Expiration Date, subject to the
terms and conditions of this Note and the Loan Documents (as hereinafter defined). The “Expiration Date” shall
mean January 31, 2021, or such later date as may be designated by the Bank by written notice from the Bank to the Borrower.
The Borrower acknowledges and agrees that in no event will the Bank be under any obligation to extend or renew the Facility or
this Note beyond the Expiration Date. The Borrower may request advances hereunder upon giving oral or written notice to the Bank
by 11:00 a.m. (Eastern, Standard time) East Brunswick, New Jersey (a) on the day of the proposed advance, in the case of advances
to bear interest under the Base Rate Option (as hereinafter defined) and (b) three (3) Business Days prior to the proposed
advance, in the case of advances to bear interest under the LIBOR Option (as hereinafter defined), followed promptly thereafter
by the Borrower’s written confirmation to the Bank of any oral notice. The aggregate unpaid principal amount of advances
under this Note shall not exceed the face amount of this Note.


 


2.       Rate
of Interest. Each advance outstanding under this Note will bear interest at a rate or rates per annum as may be selected
by the Borrower from the interest rate options set forth below (each, an “Option”):


 


(i)       Base
Rate Option. A rate of interest per annum which is at all times equal to the Base Rate. If and when the Base Rate (or any
component thereof) changes, the rate of interest with respect to any advance to which the Base Rate Option applies will change
automatically without notice to the Borrower, effective on the date of any such change. There are no required minimum interest
periods for advances bearing interest under the Base Rate Option.


 


(ii)       LIBOR
Option. A rate per annum equal to (A) LIBOR plus (B) ninety (90) basis points (0.90%), for the applicable LIBOR
Interest Period.


 


For purposes hereof, the following terms shall
have the following meanings:


 


“Base Rate” shall
mean the highest of (A) the Prime Rate, and (B) the sum of the Overnight Bank Funding Rate plus fifty (50) basis points
(0.50%), and (C) the sum of the Daily LIBOR Rate plus one hundred (100) basis points (1.0%), so long as a Daily LIBOR Rate
is offered, ascertainable and not unlawful.


 




     


     


    


“Business Day”
shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law
to be closed for business in East Brunswick, New Jersey.


 


“Daily LIBOR Rate”
shall mean, for any day, the rate per annum determined by the Bank by dividing (x) the Published Rate by (y) a number equal to
1.00 minus the LIBOR Reserve Percentage; provided, however, if the Daily LIBOR Rate determined as provided
above would be less than zero, then such rate shall be deemed to be zero.


 


“LIBOR” shall
mean, with respect to any advance to which the LIBOR Option applies for the applicable LIBOR Interest Period, the interest rate
per annum determined by the Bank by dividing (the resulting quotient rounded upwards, at the Bank’s discretion, to the nearest
1/100th of 1%) (i) the rate of interest determined by the Bank in accordance with its usual procedures (which determination shall
be conclusive absent manifest error) to be the eurodollar rate two (2) Business Days prior to the first day of such LIBOR Interest
Period for an amount comparable to such advance and having a borrowing date and a maturity comparable to such LIBOR Interest Period
by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage; provided, however, if LIBOR, determined as provided
above, would be less than zero, then LIBOR shall be deemed to be zero.


 


“LIBOR Interest Period”
shall mean, as to any advance to which the LIBOR Option applies, the period of one (1), two (2), or three (3) months as selected
by the Borrower in its notice of borrowing or notice of conversion, as the case may be, commencing on the date of disbursement
of an advance (or the date of conversion of an advance to the LIBOR Option, as the case may be) and each successive period selected
by the Borrower thereafter; provided that, (i) if a LIBOR Interest Period would end on a day which is not a Business Day,
it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the
LIBOR Interest Period shall end on the next preceding Business Day, (ii) the Borrower may not select a LIBOR Interest Period that
would end on a day after the Expiration Date, and (iii) any LIBOR Interest Period that begins on the last Business Day of a calendar
month (or a day for which there is no numerically corresponding day in the last calendar month of such LIBOR Interest Period) shall
end on the last Business Day of the last calendar month of such LIBOR Interest Period.


 


“LIBOR Reserve Percentage”
shall mean the maximum effective percentage in effect on such day as prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency
reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities”).


 


“Overnight Bank Funding
Rate” shall mean, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings
by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank
of New York (“NYFRB”), as set forth on its public website from time to time, and as published on the next succeeding
Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg)
selected by the Bank for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight
Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate
shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Bank at such time (which determination
shall be conclusive absent manifest error).  If the Overnight Bank Funding Rate determined as above would be less than zero,
then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes
in the Overnight Bank Funding Rate without notice to the Borrower.


 


“Prime Rate” shall
mean the rate publicly announced by the Bank from time to time as its prime rate. The Prime Rate is determined from time to time
by the Bank as a means of pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of interest or index,
and does not necessarily




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reflect the lowest rate of interest
actually charged by the Bank to any particular class or category of customers.


 


“Published Rate”
shall mean the rate of interest published each Business Day in the Wall Street Journal “Money Rates” listing under
the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any
reason, then the Published Rate shall be the eurodollar rate for a one month period as published in another publication selected
by the Bank).


 


LIBOR and the Daily LIBOR Rate shall be adjusted
with respect to any advance to which the LIBOR Option or Base Rate Option applies, as applicable, on and as of the effective date
of any change in the LIBOR Reserve Percentage. The Bank shall give prompt notice to the Borrower of LIBOR or the Daily LIBOR Rate
as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.


 


If the Bank determines (which determination
shall be final and conclusive) that, by reason of circumstances affecting the eurodollar market generally, deposits in dollars
(in the applicable amounts) are not being offered to banks in the eurodollar market for the selected term, or adequate means do
not exist for ascertaining LIBOR, then the Bank shall give notice thereof to the Borrower. Thereafter, until the Bank notifies
the Borrower that the circumstances giving rise to such suspension no longer exist, (a) the availability of the LIBOR Option shall
be suspended, and (b) the interest rate for all advances then bearing interest under the LIBOR Option shall be converted at the
expiration of the then current LIBOR Interest Period(s) to the Base Rate Option.


 


In addition, if, after the date of this Note,
the Bank shall determine (which determination shall be final and conclusive) that any enactment, promulgation or adoption of or
any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental
authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank
with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable
agency shall make it unlawful or impossible for the Bank to make or maintain or fund loans based on LIBOR, the Bank shall notify
the Borrower. Upon receipt of such notice, until the Bank notifies the Borrower that the circumstances giving rise to such determination
no longer apply, (a) the availability of the LIBOR Option shall be suspended, and (b) the interest rate on all advances then bearing
interest under the LIBOR Option shall be converted to the Base Rate Option either (i) on the last day of the then current LIBOR
Interest Period(s) if the Bank may lawfully continue to maintain advances based on LIBOR to such day, or (ii) immediately
if the Bank may not lawfully continue to maintain advances based on LIBOR.


 


The foregoing notwithstanding, it is understood
that the Borrower may select different Options to apply simultaneously to different portions of the advances and may select up
to three (3) different interest periods to apply simultaneously to different portions of the advances bearing interest under the
LIBOR Option. Interest hereunder will be calculated based on the actual number of days that principal is outstanding over a year
of 360 days. In no event will the rate of interest hereunder exceed the maximum rate allowed by law.


 


3.       Interest
Rate Election. Subject to the terms and conditions of this Note, at the end of each interest period applicable to any advance,
the Borrower may renew the Option applicable to such advance or convert such advance to a different Option; provided that,
during any period in which any Event of Default (as hereinafter defined) has occurred and is continuing, any advances bearing interest
under the LIBOR Option shall, at the Bank’s sole discretion, be converted at the end of the applicable LIBOR Interest Period
to the Base Rate Option and the LIBOR Option will not be available to Borrower with respect to any new advances (or with respect
to the conversion or renewal of any existing advances) until such Event of Default has been cured by the Borrower or waived by
the Bank. The Borrower shall notify the Bank of each election of an Option, each conversion from one Option to another, the amount
of the advances then outstanding to be allocated to each Option and where relevant the interest periods therefor. In the case of
converting to the LIBOR Option, such notice shall be given at least three (3) Business Days prior to the commencement of any LIBOR
Interest Period. If no interest period is specified in any such notice for which the resulting advance is to bear interest under
the LIBOR Option, the Borrower shall be deemed to have selected a LIBOR Interest Period of one month’s duration. If no notice
of election, conversion or renewal is timely received by the Bank with respect to any advance, the Borrower shall be




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deemed to have elected the Base Rate Option.
Any such election shall be promptly confirmed in writing by such method as the Bank may require.


 


 


4.       Advance
Procedures. If permitted by the Bank, a request for advance may be made by telephone or electronic mail, with such confirmation
or verification (if any) as the Bank may require in its discretion from time to time. A request for advance by any Borrower shall
be binding upon Borrower, jointly and severally. The Borrower authorizes the Bank to accept telephonic and electronic requests
for advances, and the Bank shall be entitled to rely upon the authority of any person providing such instructions. The Borrower
hereby indemnifies and holds the Bank harmless from and against any and all damages, losses, liabilities, costs and expenses (including
reasonable attorneys’ fees and expenses) which may arise or be created by the acceptance of such telephonic and electronic
requests or by the making of such advances. The Bank will enter on its books and records, which entry when made will be presumed
correct, the date and amount of each advance, as well as the date and amount of each payment made by the Borrower.


 


5.       Payment
Terms. The Borrower shall pay accrued interest on the unpaid principal balance of this Note in arrears: (a) for the portion
of advances bearing interest under the Base Rate Option, on the first day of each month during the term hereof, (b) for the portion
of advances bearing interest under the LIBOR Option, on the last day of the respective LIBOR Interest Period for such advance,
(c) if any LIBOR Interest Period is longer than three (3) months, then also on the three (3) month anniversary of such interest
period and every three (3) months thereafter, and (d) for all advances, at maturity, whether by acceleration of this Note or otherwise,
and after maturity, on demand until paid in full. All outstanding principal and accrued interest hereunder shall be due and payable
in full on the Expiration Date.


 


If any payment under this Note shall become
due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time
shall be included in computing interest in connection with such payment. The Borrower hereby authorizes the Bank to charge the
Borrower’s deposit account at the Bank for any payment when due hereunder. Payments received will be applied to charges,
fees and expenses (including attorneys’ fees), accrued interest and principal in any order the Bank may choose, in its sole
discretion.


 


6.       Late
Payments; Default Rate. If the Borrower fails to make any payment of principal, interest or other amount coming due pursuant
to the provisions of this Note within fifteen (15) calendar days of the date due and payable, the Borrower also shall pay to the
Bank a late charge equal to the lesser of five percent (5%) of the amount of such payment or $100.00 (the “Late Charge”).
Such fifteen (15) day period shall not be construed in any way to extend the due date of any such payment. Upon maturity, whether
by acceleration, demand or otherwise, and at the Bank’s option upon the occurrence of any Event of Default (as hereinafter
defined) and during the continuance thereof, each advance outstanding under this Note shall bear interest at a rate per annum (based
on the actual number of days that principal is outstanding over a year of 360 days) which shall be three percentage points
(3%) in excess of the interest rate in effect from time to time under this Note but not more than the maximum rate allowed by law
(the “Default Rate”). The Default Rate shall continue to apply whether or not judgment shall be entered on this
Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying the Bank’s
expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, the Bank’s exercise
of any rights and remedies hereunder, under the other Loan Documents or under applicable law, and any fees and expenses of any
agents or attorneys which the Bank may employ. In addition, the Default Rate reflects the increased credit risk to the Bank of
carrying a loan that is in default. The Borrower agrees that the Late Charge and Default Rate are reasonable forecasts of just
compensation for anticipated and actual harm incurred by the Bank, and that the actual harm incurred by the Bank cannot be estimated
with certainty and without difficulty.


 


7.       Prepayment.
The Borrower shall have the right to prepay any advance hereunder at any time and from time to time, in whole or in part; subject,
however, to payment of any break funding indemnification amounts owing pursuant to paragraph 9 below.


 




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8.       Increased
Costs; Yield Protection. On written demand, together with written evidence of the justification therefor, the Borrower
agrees to pay the Bank all direct costs incurred, any losses suffered or payments made by the Bank as a result of any Change in
Law (hereinafter defined), imposing any reserve, deposit, allocation of capital or similar requirement (including without limitation,
Regulation D of the Board of Governors of the Federal Reserve System) on the Bank, its holding company or any of their respective
assets relative to the Facility. “Change in Law” means the occurrence, after the date of this Note, of any of
the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation
or treaty or in the administration, interpretation, implementation or application thereof by any governmental authority or (c)
the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental
authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection
Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules,
guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or
any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III,
shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.


 


9.       Break
Funding Indemnification. The Borrower agrees to indemnify the Bank against any liabilities, losses or expenses (including,
without limitation, loss of margin, any loss or expense sustained or incurred in liquidating or employing deposits from third parties,
and any loss or expense incurred in connection with funds acquired to effect, fund or maintain any advance (or any part thereof)
bearing interest under the LIBOR Option) which the Bank sustains or incurs as a consequence of either (i) the Borrower’s
failure to make a payment on the due date thereof, (ii) the Borrower’s revocation (expressly, by later inconsistent notices
or otherwise) in whole or in part of any notice given to Bank to request, convert, renew or prepay any advance bearing interest
under the LIBOR Option, or (iii) the Borrower’s payment or prepayment (whether voluntary, after acceleration of the maturity
of this Note or otherwise) or conversion of any advance bearing interest under the LIBOR Option on a day other than the last day
of the applicable LIBOR Interest Period. A notice as to any amounts payable pursuant to this paragraph given to the Borrower by
the Bank shall, in the absence of manifest error, be conclusive and shall be payable upon demand. The Borrower’s indemnification
obligations hereunder shall survive the payment in full of the advances and all other amounts payable hereunder.


 


10.       Other
Loan Documents.  This Note is issued in connection with an Amended and Restated Loan Agreement between the Borrower and
the Bank, dated April 29, 2015, and the other agreements and documents executed and/or delivered in connection therewith or referred
to therein, the terms of which are incorporated herein by reference (as amended, modified or renewed from time to time, collectively
the “Loan Documents”), and is secured by the property (if any) described in the Loan Documents and by such other
collateral as previously may have been or may in the future be granted to the Bank to secure this Note.


 


11.       Events
of Default. The occurrence of any of the following events will be deemed to be an “Event of Default”
under this Note: (i) the nonpayment of any principal, interest or other indebtedness under this Note when due; (ii) the occurrence
of any event of default or any default and the lapse of any notice or cure period, or any Obligor’s failure to observe or
perform any covenant or other agreement, under or contained in any Loan Document or any other document now or in the future evidencing
or securing any debt, liability or obligation of any Obligor to the Bank; (iii) the filing by or against any Obligor of any proceeding
in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of
any such proceeding instituted against any Obligor, such proceeding is not dismissed or stayed within 30 days of the commencement
thereof, provided that the Bank shall not be obligated to advance additional funds hereunder during such period); (iv) any assignment
by any Obligor for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted against any
property of any Obligor held by or deposited with the Bank; (v) a default with respect to any other indebtedness of any Obligor
for borrowed money, if the effect of such default is to cause or permit the acceleration of such debt; (vi) the commencement of
any foreclosure or forfeiture proceeding, execution or attachment against any collateral securing the obligations of any Obligor
to the Bank; (vii) the entry of a final judgment against any Obligor and the failure of such Obligor to discharge the judgment
within ten (10) days of the entry thereof; (viii) any change in any Obligor’s business, assets, operations, financial condition
or results of operations that has or could reasonably be expected to have any material adverse




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effect on any Obligor; (ix) any Obligor ceases
doing business as a going concern; (x) any representation or warranty made by any Obligor to the Bank in any Loan Document or any
other documents now or in the future evidencing or securing the obligations of any Obligor to the Bank, is false, erroneous or
misleading in any material respect; (xi) if this Note or any guarantee executed by any Obligor is secured, the failure of any Obligor
to provide the Bank with additional collateral if in the Bank’s opinion at any time or times, the market value of any of
the collateral securing this Note or any guarantee has depreciated below that required pursuant to the Loan Documents or, if no
specific value is so required, then in an amount deemed material by the Bank; (xii) the revocation or attempted revocation, in
whole or in part, of any guarantee by any Obligor; or (xiii) the death, incarceration, indictment or legal incompetency of any
individual Obligor or, if any Obligor is a partnership or limited liability company, the death, incarceration, indictment or legal
incompetency of any individual general partner or member. As used herein, the term “Obligor” means any Borrower
and any guarantor of, or any pledgor, mortgagor or other person or entity providing collateral support for, the Borrower’s
obligations to the Bank existing on the date of this Note or arising in the future.


 


Upon the occurrence of an Event of Default:
(a) the Bank shall be under no further obligation to make advances hereunder; (b) if an Event of Default specified in clause (iii)
or (iv) above shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts
payable hereunder shall be immediately due and payable without demand or notice of any kind; (c) if any other Event of Default
shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder,
at the Bank’s option and without demand or notice of any kind, may be accelerated and become immediately due and payable;
(d) at the Bank’s option, this Note will bear interest at the Default Rate from the date of the occurrence of the Event
of Default; and (e) the Bank may exercise from time to time any of the rights and remedies available under the Loan Documents
or under applicable law.


 


12.       Right
of Setoff. In addition to all liens upon and rights of setoff against the Borrower’s money, securities or other property
given to the Bank by law, the Bank shall have, with respect to the Borrower’s obligations to the Bank under this Note and
to the extent permitted by law, a contractual possessory security interest in and a contractual right of setoff against, and the
Borrower hereby grants the Bank a security interest in, and hereby assigns, conveys, delivers, pledges and transfers to the Bank,
all of the Borrower’s right, title and interest in and to, all of the Borrower’s deposits, moneys, securities and other
property now or hereafter in the possession of or on deposit with, or in transit to, the Bank or any other direct or indirect subsidiary
of The PNC Financial Services Group, Inc., whether held in a general or special account or deposit, whether held jointly with someone
else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security
interest and right of setoff may be exercised without demand upon or notice to the Borrower. Every such right of setoff shall be
deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of the Bank,
although the Bank may enter such setoff on its books and records at a later time.


 


13.       Anti-Money
Laundering/International Trade Law Compliance. The Borrower represents and warrants to the Bank, as of the date of this
Note, the date of each advance of proceeds under the Facility, the date of any renewal, extension or modification of the Facility,
and at all times until the Facility has been terminated and all amounts thereunder have been indefeasibly paid in full, that: (a)
no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody
or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from investments in
or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced
by any Compliance Authority; (b) the proceeds of the Facility will not be used to fund any operations in, finance any investments
or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order
or directive enforced by any Compliance Authority; (c) the funds used to repay the Facility are not derived from any unlawful activity;
and (d) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by,
any laws of the United States, including but not limited to any Anti-Terrorism Laws. Borrower covenants and agrees that it shall
immediately notify the Bank in writing upon the occurrence of a Reportable Compliance Event.


 




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As used herein: “Anti-Terrorism
Laws” means any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering,
or bribery, all as amended, supplemented or replaced from time to time; “Compliance Authority” means each and
all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement
Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security,
(e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange Commission; “Covered
Entity” means the Borrower, its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the
foregoing, and all brokers or other agents of the Borrower acting in any capacity in connection with the Facility; “Reportable
Compliance Event” means that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated
or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism
Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations
with the actual or possible violation of any Anti-Terrorism Law; “Sanctioned Country” means a country subject
to a sanctions program maintained by any Compliance Authority; and “Sanctioned Person” means any individual
person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred
person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection
of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under,
any sanctions program maintained by any Compliance Authority.


 


14.       Indemnity.
The Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common
control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”),
and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses
(including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of
litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party
by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower),
in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the
use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty
or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation,
pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental
authority; provided, however, that the foregoing indemnity agreement shall not apply to any claims, damages, losses,
liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement
contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any
rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim.


 


15.       Miscellaneous.
All notices, demands, requests, consents, approvals and other communications required or permitted hereunder (“Notices”)
must be in writing (except as may be agreed otherwise above with respect to borrowing requests or as otherwise provided in this
Note) and will be effective upon receipt. Notices may be given in any manner to which the parties may agree. Without limiting the
foregoing, first-class mail, postage prepaid, facsimile transmission and commercial courier service are hereby agreed to as acceptable
methods for giving Notices. In addition, the parties agree that Notices may be sent electronically to any electronic address provided
by a party from time to time. Notices may be sent to a party’s address as set forth above or to such other address as any
party may give to the other for such purpose in accordance with this paragraph. No delay or omission on the Bank’s part to
exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or
power, nor will the Bank’s action or inaction impair any such right or power. The Bank’s rights and remedies hereunder
are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity.
No modification, amendment or waiver of, or consent to any departure by the Borrower from, any provision of this Note will be effective
unless made in a writing signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given. Notwithstanding the foregoing, the Bank may modify this Note for the purposes of completing missing
content or correcting erroneous content, without the need for a written




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amendment, provided that the Bank shall send
a copy of any such modification to the Borrower (which notice may be given by electronic mail). The Borrower agrees to pay on demand,
to the extent permitted by law, all costs and expenses incurred by the Bank in the enforcement of its rights in this Note and in
any security therefor, including without limitation reasonable fees and expenses of the Bank’s counsel. If any provision
of this Note is found to be invalid, illegal or unenforceable in any respect by a court, all the other provisions of this Note
will remain in full force and effect. The Borrower and all other makers and indorsers of this Note hereby forever waive presentment,
protest, notice of dishonor and notice of non-payment. The Borrower also waives all defenses based on suretyship or impairment
of collateral. If this Note is executed by more than one Borrower, the obligations of such persons or entities hereunder will be
joint and several. This Note shall bind the Borrower and its heirs, executors, administrators, successors and assigns, and the
benefits hereof shall inure to the benefit of the Bank and its successors and assigns; provided, however, that the
Borrower may not assign this Note in whole or in part without the Bank’s written consent and the Bank at any time may assign
this Note in whole or in part.


 


This Note has been delivered to and accepted
by the Bank and will be deemed to be made in the State where the Bank’s office indicated above is located. This
Note will be interpreted and the rights and liabilities of the Bank and the Borrower determined in accordance with the laws of
the state where the Bank’s office indicated above is located, excluding its conflict of laws rules, including without limitation
the Electronic Transactions Act (or equivalent) in effect in the state where the Bank’s office indicated above is located
(or, to the extent controlling, the laws of the United States Of America, including without limitation the Electronic Signatures
in Global and National Commerce Act). The Borrower hereby irrevocably consents to the exclusive jurisdiction of any
state or federal court in the county or judicial district where the Bank’s office indicated above is located; provided that
nothing contained in this Note will prevent the Bank from bringing any action, enforcing any award or judgment or exercising any
rights against the Borrower individually, against any security or against any property of the Borrower within any other county,
state or other foreign or domestic jurisdiction. The Borrower acknowledges and agrees that the venue provided above is the most
convenient forum for both the Bank and the Borrower. The Borrower waives any objection to venue and any objection based on a more
convenient forum in any action instituted under this Note.


 


16.       Amendment
and Restatement. This Note amends and restates, and is in substitution for, that certain Amended and Restated Committed
Line of Credit Note in the original principal amount of $40,000,000.00 payable to the order of the Bank and dated September 26,
2017 (the “Existing Note”). However, without duplication, this Note shall in no way extinguish, cancel or satisfy
Borrower’s unconditional obligation to repay all indebtedness evidenced by the Existing Note or constitute a novation of
the Existing Note. Nothing herein is intended to extinguish, cancel or impair the lien priority or effect of any security agreement,
pledge agreement or mortgage with respect to any Obligor’s obligations hereunder and under any other document relating hereto.


 


17.       Commercial
Purpose. The Borrower represents that the indebtedness evidenced by this Note is being incurred by the Borrower solely
for the purpose of acquiring or carrying on a business, professional or commercial activity, and not for personal, family or household
purposes.


 


18.       USA
PATRIOT Act Notice. To help the government fight the funding of terrorism and money laundering activities, Federal law
requires all financial institutions to obtain, verify and record information that identifies each Borrower that opens an account.
What this means: when the Borrower opens an account, the Bank will ask for the business name, business address, taxpayer identifying
number and other information that will allow the Bank to identify the Borrower, such as organizational documents. For some businesses
and organizations, the Bank may also need to ask for identifying information and documentation relating to certain individuals
associated with the business or organization.


 


19.       Authorization
to Obtain Credit Reports. By signing below, each Borrower who is an individual provides written authorization to the Bank
or its designee (and any assignee or potential assignee hereof) to obtain the Borrower’s personal credit profile from one
or more national credit bureaus. Such authorization shall extend to obtaining a credit profile in considering this Note and subsequently
for the purposes of update, renewal or extension of such credit or additional credit and for reviewing or collecting the resulting
account.




    -8- 


     


    


 


20.       Electronic
Signatures and Records. Notwithstanding any other provision herein, the Borrower agrees that this Note, the Loan Documents,
any amendments thereto, and any other information, notice, signature card, agreement or authorization related thereto (each, a
“Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication
may, at the Bank’s option, be signed or executed using electronic signatures. 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) for transmission, delivery and/or retention.


 


 


 


 


21.       WAIVER
OF JURY TRIAL. The Borrower irrevocably waives any and all rights the Borrower may have
to a trial by jury in any action, proceeding or claim of any nature relating to this Note, any documents executed in connection
with this Note or any transaction contemplated in any of such documents. The Borrower acknowledges that the foregoing waiver is
knowing and voluntary.


 


The Borrower acknowledges that it has read
and understands all the provisions of this Note, including the waiver of jury trial, and has been advised by counsel as necessary
or appropriate.


 


WITNESS the due execution hereof as
a document under seal, as of the date first written above, with the intent to be legally bound hereby.


 


	WITNESS / ATTEST:	MIDDLESEX WATER COMPANY
	 	 
	/s/ Jay Kooper	By: /s/ A. Bruce O’Connor
	 	 (SEAL)
	Print Name:  Jay Kooper	A. Bruce O’Connor
	Title: Vice President, General Counsel & Secretary	Senior Vice President & Treasurer
	(Include title only if an officer of entity signing to the right)	 
	
         

         

        WITNESS / ATTEST:
	
         

         

        PINELANDS WASTEWATER
        COMPANY

	 	 
	/s/ Jay Kooper	By: /s/ A. Bruce O’Connor
	 	(SEAL)
	Print Name: Jay Kooper	A. Bruce O’Connor
	Title: General Counsel & Secretary	Vice President & Treasurer
	(Include title only if an officer of entity signing to the right)	 
	
         

         

        WITNESS / ATTEST:
	
         

         

        PINELANDS WATER COMPANY

	 	 
	/s/ Jay Kooper	By: /s/ A. Bruce O’Connor
	 	 (SEAL)
	Print Name: Jay Kooper	A. Bruce O’Connor
	Title: General Counsel & Secretary	Vice President &
Treasurer
	
(Include title only if an officer of entity
        signing to the right)
	 
	
         

         

        

        WITNESS / ATTEST:
	
         

         

        TIDEWATER UTILITIES, INC.

	 	 
	/s/ Jay Kooper	By: /s/ A. Bruce O’Connor
	 	 (SEAL)
	Print Name: Jay Kooper	A. Bruce O’Connor
	Title: General Counsel & Secretary	President & Treasurer
	(Include title only if an officer of entity signing to the right)	 




 


 


[SIGNATURES CONTINUE ON NEXT PAGE]






    -9- 


     


    

 


 







	
         

        WITNESS / ATTEST:
	
         

        UTILITY SERVICE AFFILIATES (PERTH AMBOY) INC.

	 	 
	/s/ Jay Kooper	By: /s/ A. Bruce O’Connor
	 	 (SEAL)
	Print Name: Jay Kooper	A. Bruce O’Connor
	Title: General Counsel & Secretary	Vice President & Treasurer
	(Include title only if an officer of entity signing to the right)	 
	
         

         

        WITNESS / ATTEST:
	
         

         

        UTILITY SERVICE AFFILIATES INC. 

	 	 
	/s/ Jay Kooper	By: /s/ A. Bruce O’Connor
	 	 (SEAL)
	Print Name: Jay Kooper	A. Bruce O’Connor
	Title: General Counsel & Secretary	Treasurer                 
	
        (Include title only if an officer of entity
        signing to the right)

         

         

         

        WITNESS / ATTEST:
	
         

         

         

        TIDEWATER ENVIRONMENTAL SERVICES, INC.

         

	/s/ Jay Kooper	By: /s/ A. Bruce O’Connor
	 	 (SEAL)
	Print Name: Jay Kooper	A. Bruce O’Connor
	Title: General Counsel & Secretary	President & Treasurer
	
        (Include title only if an officer of entity
        signing to the right)

         

         

        WITNESS / ATTEST:
	
         

         

         

        WHITE MARSH ENVIRONMENTAL SYSTEMS, INC.

         

	/s/ Jay Kooper	By: /s/ A. Bruce O’Connor
	 	 (SEAL)
	Print Name: Jay Kooper	A. Bruce O’Connor
	Title: General Counsel & Secretary	President & Treasurer
	(Include title only if an officer of entity signing to the right)	 


 








    -10-