Loan No. RX0024T7
PROMISSORY NOTE AND SUPPLEMENT
(Single Advance Term Loan)
THIS PROMISSORY NOTE AND SUPPLEMENT (this " Promissory Note and Supplement "), is
entered into as of March 19, 2009, between TIDEWATER UTILITIES, INC ., a Delaware corporation (the
" Company "), and CoBANK, ACB , a federally chartered instrumentality of the United States (" CoBank "),
and supplements that certain Master Loan Agreement dated as of May 23, 2003 (as amended or restated from
time to time, the “ MLA ”). Capitalized terms used herein and not defined herein shall have the meanings given to
those terms in the MLA.
SECTION 1. The Commitment . On the terms and conditions set forth in the MLA and this
Promissory Note and Supplement, CoBank agrees to make a loan (the “Loan”) to the Company in an amount
not to exceed $7,000,000 (the " Commitment "). CoBank’s obligation to make the Loan shall expire at 12:00
Noon, Company’s local time, on March 31, 2009, or such later date as CoBank may, in its sole discretion,
authorize in writing. Under the Commitment, amounts borrowed and later repaid may not be reborrowed.
SECTION 2. Purpose . The purpose of the Commitment is to refinance the outstanding principal
balance of that certain Promissory Note and Supplement dated as of August 22, 2005, and numbered
RX0024T5 (the “ Term Revolver ”). Upon making the Loan, the Term Revolver shall automatically terminate.
SECTION 3. Availability . Notwithstanding Section 2.02 of the MLA, the Loan will be made
available: (A) on a date to be agreed upon by the parties (the “ Closing Date ”); (B) by written request in form
and content prescribed by CoBank (the “ Request for Loan ”); (C) in a single advance; and (D) by CoBank
retaining the proceeds of the Loan and applying them against the unpaid principal balance of the Term Revolver.
( A) Interest Rate Options . The Company agrees to pay interest on the unpaid
principal balance of