Exhibit 10.35


 


[Bank of America Letterhead]


 


 


	Effective as of May 29, 2013	May 22, 2013


 


 


Utility Services 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 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 July
18, 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, 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 Loan Documents) and the Bank has agreed to such extension.


 


The Bank agrees that the
Maturity Date as set forth in the Note shall be extended from May 29, 2013 to May 28, 2014.


 


Upon (a) the execution
and delivery of this Letter Agreement by the Borrower and the Guarantor (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 the Guarantor. 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.


 


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/ William T. Franey
	 	 	Name: William T. Franey
	 	 	Title: Senior Vice President


 


This letter is agreed to by:


 


	WITNESS:	 	
        UTILITY SERVICE AFFILIATES

        (PERTH AMBOY) INC.

	 	 	 	 	 
	 	 	 	 
	By:	/s/Kenneth J. Quinn 	 	By:	/ s/ A. Bruce O’Connor
	Name:	Kenneth J. Quinn	 	Name:	A. Bruce O’Connor
	Title:	Secretary	 	Title:	VP & Treasurer
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	GUARANTOR:	 	 	 
	 	 	 	 	 
	MIDDLESEX WATER COMPANY	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ A. Bruce O’Connor	 	 	 
	Name:	A. Bruce O’Connor	 	 	 
	Title:	VP & CFO	 	 	 


 



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