SEC Info - Artesian Resources Corp - ‘10-K’ for 12/31/19

Artesian Resources Corp – ‘10-K’ for 12/31/19 – ‘EX-4.16’

On: Friday, 3/13/20, at 12:27pm ET · For: 12/31/19 · Accession #: 863110-20-9 · File #: 0-18516

Document/Exhibit Description Pages Size 1: 10-K Artesian Resources Corp File 10-K HTML 1.01M 2: EX-4.16 Instrument Defining the Rights of Security Holders HTML 36K 3: EX-4.17 Instrument Defining the Rights of Security Holders HTML 29K 4: EX-4.22 Instrument Defining the Rights of Security Holders HTML 39K 5: EX-21 Subsidiaries of the Company HTML 26K 6: EX-23.1 Consent of Bdo Usa LLP HTML 22K 7: EX-31.1 Certification of Chief Executive Officer HTML 31K 8: EX-31.2 Certification of Chief Financial Officer HTML 31K 9: EX-32 Certification of Chief Executive Officer and Chief HTML 25K Financial Officer 75: R1 Document and Entity Information HTML 64K 45: R2 Consolidated Balance Sheets HTML 149K 23: R3 Consolidated Balance Sheets (Parenthetical) HTML 29K 62: R4 Consolidated Statements of Operations HTML 96K 74: R5 Consolidated Statements of Cash Flows HTML 138K 43: R6 Consolidated Statements of Changes in HTML 79K Stockholders' Equity 22: R7 Consolidated Statements of Changes in HTML 39K Stockholders' Equity (Parenthetical) 64: R8 Summary of Significant Accounting Policies HTML 156K 71: R9 Revenue Recognition HTML 77K 60: R10 Leases HTML 59K 68: R11 Fair Value of Financial Instruments HTML 33K 48: R12 Income Taxes HTML 150K 24: R13 Preferred Stock HTML 25K 61: R14 Common Stock and Additional Paid-In Capital HTML 25K 69: R15 Debt HTML 86K 49: R16 Non-Utility Operating Revenue and Expenses HTML 25K 25: R17 Stock Compensation Plans HTML 87K 59: R18 Employee Benefit Plans HTML 30K 70: R19 Commitments and Contingencies HTML 45K 33: R20 Geographic Concentration of Customers HTML 26K 27: R21 Regulatory Proceedings HTML 42K 50: R22 Net Income Per Common Share and Equity Per Common HTML 37K Share 78: R23 Selected Consolidated Quarterly Financial Data HTML 61K (Unaudited) 34: R24 Related Party Transactions HTML 29K 28: R25 Business Combinations HTML 26K 51: R26 Legal Proceedings HTML 25K 79: R27 Impact of Recent Accounting Pronouncements HTML 27K 35: R28 Subsequent Events HTML 26K 26: R29 Summary of Significant Accounting Policies HTML 208K (Policies) 20: R30 Summary of Significant Accounting Policies HTML 133K (Tables) 47: R31 Revenue Recognition (Tables) HTML 61K 73: R32 Leases (Tables) HTML 61K 65: R33 Fair Value of Financial Instruments (Tables) HTML 29K 19: R34 Income Taxes (Tables) HTML 153K 46: R35 Debt (Tables) HTML 80K 72: R36 Stock Compensation Plans (Tables) HTML 88K 63: R37 Commitments and Contingencies (Tables) HTML 44K 21: R38 Regulatory Proceedings (Tables) HTML 33K 44: R39 Net Income Per Common Share and Equity Per Common HTML 34K Share (Tables) 31: R40 Selected Consolidated Quarterly Financial Data HTML 61K (Unaudited) (Tables) 39: R41 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Part 1 HTML 99K (Details) 81: R42 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Part 2 HTML 111K (Details) 54: R43 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Part 3 HTML 45K (Details) 30: R44 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Part 4 HTML 91K (Details) 38: R45 REVENUE RECOGNITION, Disaggregated Revenues HTML 65K (Details) 80: R46 REVENUE RECOGNITION, Contract Assets and Contract HTML 39K Liabilities (Details) 52: R47 Leases (Details) HTML 114K 32: R48 Fair Value of Financial Instruments (Details) HTML 28K 37: R49 Income Taxes (Details) HTML 204K 40: R50 Preferred Stock (Details) HTML 29K 17: R51 Common Stock and Additional Paid-In Capital HTML 27K (Details) 57: R52 Debt (Details) HTML 154K 66: R53 Non-Utility Operating Revenue and Expenses HTML 30K (Details) 41: R54 Stock Compensation Plans (Details) HTML 179K 18: R55 Employee Benefit Plans (Details) HTML 51K 58: R56 Commitments and Contingencies (Details) HTML 111K 67: R57 Geographic Concentration of Customers (Details) HTML 33K 42: R58 Regulatory Proceedings (Details) HTML 53K 16: R59 Net Income Per Common Share and Equity Per Common HTML 65K Share (Details) 55: R60 Selected Consolidated Quarterly Financial Data HTML 46K (Unaudited) (Details) 82: R61 Related Party Transactions (Details) HTML 48K 36: R62 Business Combinations (Details) HTML 28K 29: R63 Impact of Recent Accounting Pronouncements HTML 26K (Details) 56: R64 Subsequent Events (Details) HTML 29K 76: XML IDEA XML File -- Filing Summary XML 141K 77: EXCEL IDEA Workbook of Financial Reports XLSX 102K 10: EX-101.INS XBRL Instance -- artna-20191231 XML 2.93M 12: EX-101.CAL XBRL Calculations -- artna-20191231_cal XML 239K 13: EX-101.DEF XBRL Definitions -- artna-20191231_def XML 1.05M 14: EX-101.LAB XBRL Labels -- artna-20191231_lab XML 2.61M 15: EX-101.PRE XBRL Presentations -- artna-20191231_pre XML 1.48M 11: EX-101.SCH XBRL Schema -- artna-20191231 XSD 225K 53: ZIP XBRL Zipped Folder -- 0000863110-20-000009-xbrl Zip 300K

Loan No. RX1447A

FIRST AMENDMENT TO MASTER LOAN AGREEMENT

THIS FIRST AMENDMENT TO MASTER LOAN AGREEMENT (this "Amendment" ) is entered into as of January 10, 2019, between ARTESIAN WASTEWATER MANAGEMENT, INC, a corporation organized and existing under the laws of the State of Delaware (the "Company"), and CoBANK, ACB, a federally chartered instrumentality of the United States ("Co Bank"),

BACKGROUND

CoBank and the Company are parties to a Master Loan Agreement dated as of August 8, 2018 (the "MLA"). The parties now desire to amend the MLA.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and CoBank agree as follows:

SECTION 1.Definitions. Capitalized terms used herein and not defined herein shall have the meanings given to those terms in the MLA.

SECTION 2. Amendments.

(A) Amendment to Definition of "Debt Service Coverage Ratio". The definition of the term "Debt Service Coverage Ratio" in Exhibit A of the MLA is hereby amended and restated to read as follows:

"Debt Service Coverage Ratio" shall mean the ratio of: (1) net income (after taxes and after eliminating any gain or loss on sale of assets or other extraordinary gain or loss), plus depreciation expense, non-cash income taxes, amortization expense, and interest expense, minus non-cash patronage, and non-cash income from Subsidiaries and/or joint ventures, and minus grant income; to

(2) all principal payments due within the period on all Long Term Debt plus interest expense, but excluding non-cash interest expense payable to affiliates (all as calculated for the Company on an unconsolidated basis for the applicable fiscal year in accordance with GAAP consistently applied or the appropriate standards of the regulatory agency having jurisdiction over the Company).

(B) Amendment to Compliance Certificate. Exhibit B to the MLA is hereby amended and restated to read as set forth on the Exhibit to this Amendment.

SECTION 3. Representations and Warranties. To induce CoBank to enter into this Amendment, the Company represents and warrants that: (A) no consent, permission, authorization, order or license of any governmental authority or of any party to any agreement to which the Company is a party or by which it or any of its property may be bound or affected, is necessary in connection with the execution, delivery, performance or enforcement of this Amendment; (B) the Company is in compliance with all of the terms of the Credit Documents, and no Default or Event of Default exists; and (C) this Amendment has been duly authorized, executed and delivered by the Company, and creates legal, valid, and binding obligations of the Company which are enforceable in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the rights of creditors generally.

SECTION 4. Confirmation. Except as amended hereby, the MLA shall remain in full force and effect as written.

SECTION 5. Counterparts and Electronic Delivery. This Amendment may be executed in counterparts (and by different parties in different counterparts), each of which shall constitute an original, and all of which when taken together shall constitute a single agreement. In addition, this Amendment may be delivered by electronic means,

(Signature Page Follows)

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers as of the date shown above.

CoBANK, ACB		ARTESIAN WASTEWATER MANAGEMENT, INC.

By:	/s/ *Christen Spencer*	By:	/s/ *David B. Spacht*
Title:	Assistant Corporate Secretary	Title:	CFO Treasurer

This ‘10-K’ Filing

Date

Other Filings

Filed on:

3/13/20

For Period end:

12/31/19

11-K, 5

1/10/19

8/8/18

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/18/24 Artesian Resources Corp. 10-K 12/31/23 81:12M 5/19/23 Artesian Resources Corp. 424B5 2:422K Toppan Merrill/FA 5/18/23 Artesian Resources Corp. 424B5 1:423K Toppan Merrill/FA 3/10/23 Artesian Resources Corp. 10-K 12/31/22 78:12M 9/29/22 Artesian Resources Corp. S-3/A 2:255K 8/12/22 Artesian Resources Corp. S-3 4:287K 3/11/22 Artesian Resources Corp. 10-K 12/31/21 76:11M 3/12/21 Artesian Resources Corp. 10-K 12/31/20 77:11M

Artesian Resources Corp – ‘10-K’ for 12/31/19 – ‘EX-4.16’

On: Friday, 3/13/20, at 12:27pm ET · For: 12/31/19 · Accession #: 863110-20-9 · File #: 0-18516

Previous ‘10-K’: ‘10-K’ on 3/15/19 for 12/31/18 · Next: ‘10-K’ on 3/12/21 for 12/31/20 · Latest: ‘10-K’ on 3/18/24 for 12/31/23 · 8 References:

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘EX-4.16’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

8 Subsequent Filings that Reference this Filing

Artesian Resources Corp – ‘10-K’ for 12/31/19 – ‘EX-4.16’

On: Friday, 3/13/20, at 12:27pm ET · For: 12/31/19 · Accession #: 863110-20-9 · File #: 0-18516

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-4.16’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

8 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents