EX-4.2





 Exhibit 4.2 

Execution Version 
  

 
  

UNITIL ENERGY SYSTEMS, INC. 

TO 
 U.S.
BANK NATIONAL ASSOCIATION, TRUSTEE 
  

 

FIFTEENTH 

SUPPLEMENTAL INDENTURE 

Dated as of November 29, 2018 
  

 
 Additional Issue
of Bonds 
 (Series Q, 4.18%, due November 30, 2048) 

$30,000,000 
  

 
  












 THIS FIFTEENTH SUPPLEMENTAL
INDENTURE is dated as of November 29, 2018 (the or this “Fifteenth Supplemental Indenture”) and entered into by and between UNITIL ENERGY SYSTEMS,
INC., a corporation duly organized and existing under and by virtue of the laws of the State of New Hampshire, having its principal office and place of business in Hampton, County of Rockingham in the State of New Hampshire
(hereinafter sometimes referred to as the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (successor to Old Colony Trust Company), having an
office and place of business in Boston, Massachusetts, as Trustee (hereinafter sometimes referred to as the “Trustee”), with reference to the following Recitals: 

W I T N E S S E T
H: 
 WHEREAS, the Company heretofore duly executed and delivered to the Trustee its Indenture of Mortgage
and Deed of Trust (hereinafter generally referred to as the “Original Indenture” and referred to, with each and every other instrument, including the Twelfth Supplemental Indenture, which amended and restated the
Original Indenture in its entirety, and each subsequent instrument which the Company may execute with the Trustee and which is therein stated to be supplemental to the Original Indenture, as the “Indenture”), dated as
of July 15, 1958, but actually executed on September 18, 1958, and recorded, among other places, in Merrimack County, New Hampshire, Registry of Deeds, Volume 832, Page 96, and in the Office of the City Clerk of the City of
Concord, New Hampshire, Volume 188, Page 156 and duly recorded First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, and Fourteenth Supplemental Indentures thereto dated as of January 15,
1968, as of November 15, 1971, as of July 1, 1975, as of March 28, 1984, as of June 1, 1984, as of October 29, 1987, as of August 29, 1991, as of October 14, 1994, as of September 1, 1998, as of
January 15, 2001, as of April 20, 2001, as of December 2, 2002, as of September 26, 2006, and as of March 2, 2010, respectively, to which this instrument is supplemental and in modification and confirmation thereof, whereby
substantially all the properties of the Company used by it in its electric business, whether then owned or thereafter acquired, with certain exceptions and reservations fully set forth in the Indenture were given, granted, bargained, sold,
warranted, pledged, assigned, transferred, mortgaged and conveyed to the Trustee, its successors and assigns, in trust upon the terms and conditions set forth therein to secure bonds of the Company issued and to be issued thereunder, and for other
purposes more particularly specified therein; and 
 WHEREAS, on January 4, 1971 Old Colony Trust Company was merged
into The First National Bank of Boston, which thereupon succeeded to the trusts under the Indenture; and 
 WHEREAS,
effective May 1, 1996 The First National Bank of Boston resigned as trustee under the Indenture and the Company appointed State Street Bank and Trust Company (“State Street”) as successor trustee, which accepted
such appointment and thereupon succeeded to the trusts under the Indenture; and 












 WHEREAS, effective January 1, 2003 U.S. Bank National Association
purchased substantially all of the corporate trust business of State Street including the trust herein and thereupon succeeded State Street as Trustee hereunder; and 

WHEREAS, on December 2, 2002 (the “Merger Date”), Unitil Corporation, a corporation
organized under the laws of the State of New Hampshire (“Unitil”), combined all of the operations of the Company and Exeter & Hampton Electric Company (“Exeter”) through the
merger of Exeter into the Company pursuant to an Agreement and Plan of Merger dated as of November 26, 2002 between the Company and Exeter. On the Merger Date the Company assumed all of the obligations of Exeter under (a) Exeter’s
Indenture of Mortgage and Deed of Trust dated as of December 1, 1952 (hereinafter referred to as the “Original Exeter Indenture”) as supplemented by the First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth,
Ninth, Tenth, Eleventh and Twelfth Supplemental Indentures thereto dated as of January 16, 1956, as of January 15, 1960, as of June 1, 1964, as of January 15, 1968, as of November 15, 1971, as of April 1, 1974, as of
December 15, 1977, as of October 28, 1987, as of August 29, 1991, as of October 14, 1994, as of September 1, 1998, and as of April 20, 2001, respectively (the Original Exeter Indenture and such supplemental indentures
being sometimes collectively referred to as the “Exeter Indenture”), and (b) the bonds then outstanding under the Exeter Indenture (the “Exeter Bonds”) pursuant to a Consent and Agreement
dated as of November 26, 2002 among Exeter, the Company and the holders of the Exeter Bonds and the Bonds outstanding under the Indenture; and 

WHEREAS, on January 24, 2003 (i) each holder of an Exeter Bond exchanged such Exeter Bond for a bond issued by the Company
under the Indenture containing substantially the same terms and provisions as such Exeter Bond, (ii) the Exeter Indenture was cancelled and discharged and (iii) the Exeter Bonds were cancelled; and 

WHEREAS, there are now outstanding under the Indenture $2,400,000 in principal amount of First Mortgage Bonds, Series I,
$10,000,000 in principal amount of First Mortgage Bonds, Series J, $7,500,000 in principal amount of First Mortgage Bonds, Series K, $3,600,000 in principal amount of First Mortgage Bonds, Series L, $10,000,000 in principal amount of First Mortgage
Bonds, Series M, $7,500,000 in principal amount of First Mortgage Bonds, Series N, $15,000,000 in principal amount of First Mortgage Bonds, Series O, and $10,000,000 in principal amount of First Mortgage Bonds, Series P; and the Company
proposes to issue $30,000,000 in principal amount of additional First Mortgage Bonds of a new series designated as First Mortgage Bonds, Series Q (hereinafter sometimes referred to as “Series Q Bonds” or
“bonds of Series Q”) to be issued under this Fifteenth Supplemental Indenture and that certain Bond Purchase Agreement dated as of November 30, 2018 among the Company and purchasers of the Series Q Bonds party
thereto, and accepted and acknowledged by the Trustee (the “2018 Series Q BPA”)); and 

WHEREAS, all things have been done and performed which are necessary to make the Series Q Bonds, when authenticated by the
Trustee and issued as in the Indenture and herein provided, and to make this Fifteenth Supplemental Indenture, when executed and delivered by the Company and the Trustee, legal, valid and binding obligations of the Company; 

  
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 NOW, THEREFORE, in consideration of the premises, and of the
acceptance and purchase of the Series Q Bonds by the holder thereof, and of other good and valuable consideration, the receipt whereof is hereby acknowledged, and in confirmation of and supplementing the Indenture and in performance of and
compliance with the provisions thereof, the Company, by these presents, does give, grant, bargain, sell, warrant, pledge, assign, transfer, mortgage, and convey unto the Trustee, as provided in the Indenture, and its successor or successors in the
trust thereby and hereby created, and its and their assigns, all and singular, the property, and rights and interests in property, described in the Indenture and thereby conveyed, pledged, assigned, transferred and mortgaged, or intended or required
so to be (said descriptions in the Indenture being hereby made a part hereof to the same extent as if set forth herein at length), whether then or now owned or thereafter or hereafter acquired, except such of said properties or interests therein as
may have been released by the Trustee or sold or disposed of in whole or in part as permitted by the provisions of the Indenture and also, but without in any way limiting the generality of the foregoing, all the rights, titles, interests, easements
and properties described as acquired by the Company in Schedule A hereto attached and hereby made a part hereof as fully as if set forth herein at length, and all proceeds of any of the foregoing at any time conveyed, pledged, assigned,
transferred, mortgaged, paid or delivered to and from time to time held by the Trustee upon the trusts of the Indenture. 

SUBJECT, HOWEVER, insofar as affected hereby, to any Permitted Encumbrances as defined in Section 1.01 of
the Indenture, and, as to the property specifically described in Schedule A of the Indenture and in Schedule A hereof, to the liens, encumbrances, reservations, restrictions, conditions, limitations, covenants, interests and exceptions, if
any, set forth or referred to in the descriptions thereof contained in said Schedules, none of which substantially interferes with the free use and enjoyment by the Company of the property and rights hereinabove described for the general purposes
and uses of the Company’s electric business; 
 AND SUBJECT FURTHER, as to all
hereafter-acquired property, insofar as affected thereby, to any mortgages, encumbrances or liens on such after-acquired property existing at the time of such acquisition or contemporaneously created, conforming to the provisions of
Section 8.07 of the Original Indenture; 
 BUT SPECIFICALLY RESERVING,
EXCEPTING AND EXCLUDING from this instrument, and from the grant, conveyance, mortgage, transfer and assignment herein contained, all right, title and interest of the Company, now owned or hereafter
acquired in and to properties and rights of the kind specified in subclauses (a) to (d), both inclusive, of the paragraph beginning “But Specifically Reserving, Excepting and Excluding from this Indenture” of the granting clauses of
the Indenture. 
 TO HAVE AND TO HOLD the trust estate, with all
of the privileges and appurtenances thereunto belonging, unto the Trustee, its successors in the trusts of the Indenture, and its and their assigns, to its and their own use, forever; 

BUT IN TRUST NEVERTHELESS, upon the terms and trusts set forth in the Indenture,
for the equal pro rata benefit, security and protection (except as provided in Section 8.14 of the Indenture and except insofar as a sinking, improvement and analogous fund or funds, established


  
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in accordance with the provisions of the Indenture, or any indenture supplemental thereto, may afford particular security for bonds of one or more series) of the bearers and the registered owners
of the bonds from time to time authenticated, issued and outstanding under the Indenture, and the bearers of the coupons appertaining thereto, without (except as aforesaid) any preference, priority or distinction whatever of any one bond over any
other bond by reason of priority in the issue, sale or negotiation thereof, or otherwise; 
 PROVIDED,
HOWEVER, and these presents are upon the condition, that, if the Company shall pay or cause to be paid the entire outstanding aggregate principal amount of and premium, if any, and interest on the bonds at the times and in the manner
therein and in the Indenture provided, and shall keep, perform and observe all and singular the covenants, agreements and provisions in the bonds and in the Indenture expressed to be kept, performed and observed by or on the part of the Company,
then (i) this Fifteenth Supplemental Indenture and the estate and rights hereby granted shall, pursuant to the provisions of Article XIII of the Indenture, cease and terminate and (ii) the Trustee shall, upon the request of the Company,
cancel, discharge, and release the lien of the Indenture; and 
 AND PROVIDED, HOWEVER, that,
upon the satisfaction of the Collateral Release Conditions as set forth in the 2018 Series Q BPA, as such term is defined therein, the Company may request that the lien of the Indenture be completely released from all property and collateral
securing the bonds issued and outstanding under the Indenture, and at such time (i) the Indenture shall cease and terminate and (ii) the lien of the Indenture shall be cancelled, discharged, and released. 

AND IT IS HEREBY COVENANTED, DECLARED
AND AGREED, upon the trusts and for the purposes aforesaid, as set forth in the following covenants, agreements, conditions and provisions, viz.: 

ARTICLE ONE 

SERIES Q BONDS 

Section 1.01. There shall be and is hereby created an additional series of bonds designated as and entitled
“First Mortgage Bonds, Series Q.” Series Q Bonds shall be fully registered bonds without coupons, of the denomination of at least $500,000. The bonds of Series Q originally issued shall be dated the date of such issue
and any bonds of Series Q subsequently issued shall be dated as provided in Section 2.03 of the Indenture. All Series Q Bonds shall mature on November 30, 2048, and shall bear interest at the rate of four and eighteen hundredths
percent (4.18%) per annum from their respective dates, such interest to be payable semi-annually in arrears on the thirtieth (30th) day of November and May in each year commencing the thirtieth (30th) day of May 2019, and shall bear interest on
any overdue principal (including any overdue prepayment of principal) and premium, if any, and (to the extent permitted by applicable law) on any overdue payment of interest, at the rate of six and eighteen hundredths percent (6.18%) per annum.
The principal of, premium, if any, and interest on bonds of Series Q shall be payable at the corporate trust office of U.S. Bank National Association, in Boston, 

  
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Massachusetts, St. Paul, Minnesota, or at the corporate trust office designated by the Trustee or by its successors as Trustee hereunder, in lawful money of the United States of America,
provided that the Company may enter into a written agreement with any registered Institutional Holder of the bonds of Series Q providing that payment of interest thereon and of the redemption price of any portion of the principal amount
thereof (including premium, if any) which may be redeemed shall be made directly to such holder or to its nominee, as the case may be, at a duly designated place of payment within the United States, without surrender or presentation of such bonds of
Series Q to the Trustee, provided that (A) there shall have been filed with the Trustee a copy of such agreement (and the Trustee hereby acknowledges that it has received a copy of the 2018 Series Q BPA), (B) pursuant to such
agreement such holder shall agree that it will not sell, transfer or otherwise dispose of any such bond of Series Q in respect of which any such payment or redemption shall have been made unless, prior to the delivery thereof by it, either
(i) it shall have made a clear and accurate notation of the amount of principal so redeemed upon any such bond to be transferred, or (ii) such bond of Series Q shall have been presented to the Trustee for appropriate notation thereon
of the portion of the principal amount thereof redeemed, or (iii) such bond or bonds of Series Q shall have been surrendered in exchange for a new bond or bonds of Series Q for the unredeemed balance of the principal amount thereof in
accordance with the other terms of the Indenture, and (C) in such agreement such holder shall agree that prior to receiving any final payment of the entire remaining unpaid principal amount of any Series Q Bond, the holder thereof shall be
required to deliver such bond to the Trustee. For purposes of this Section 1.01, the term “Institutional Holder” shall mean any insurance company, bank, savings and loan association, trust company,
investment company, charitable foundation, employee benefit plan (as defined in ERISA) or other institutional investor or financial institution. The text of the Series Q Bonds and of the Trustee’s or Company’s Certificate, as applicable,
with respect thereto shall be respectively substantially of the tenor and purport set forth in Exhibit B to the 2018 Series Q BPA. The Series Q Bonds shall be numbered in such manner or by such method as shall be satisfactory to the
Trustee. 
 The issue of bonds of Series Q hereunder is hereby limited to the $30,000,000 in aggregate principal amount of Series Q
Bonds initially issued as provided in Section 1.08 hereof and to Series Q Bonds issued in exchange or substitution for outstanding Series Q Bonds under the provisions of Sections 2.08, 2.10, 2.11 and 7.05 of the
Indenture and Section 1.07 hereof. 
 From and after the Collateral Release Date (as such term is defined in the
2018 Series Q BPA), (i) the Series Q Bonds shall be governed solely by the terms of the 2018 Series Q BPA, (ii) this Fifteenth Supplemental Indenture and the estate and rights hereby granted shall cease and terminate, and
(iii) the lien of the Indenture shall be cancelled, discharged, and released. 
 Section 1.02. As provided
therein, the entire unpaid principal balance of each Series Q Bond shall be due and payable on November 30, 2048. In addition, the Series Q Bonds are subject to optional redemption in accordance with the terms of the Indenture. 

Section 1.03. The Company will give notice, by registered mail, postage prepaid, or by a reputable overnight carrier
to the Trustee and to each registered owner of a bond of Series Q of any required or optional payment to be made pursuant to Section 1.02, Section 1.04, or
Section 1.05 hereof not more than 60, nor less than 30, days prior to such redemption date (or other designated date of redemption in the case of a redemption pursuant to Section 1.04 or
Section 1.05). 

  
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 Section 1.04. Before the date that is six months prior to the
Maturity Date (as defined in the 2018 Series Q BPA), all of the bonds of Series Q, or any part of the principal amount thereof, shall be subject to redemption, at the option of the Company, pursuant to and in accordance with the provisions of
Article VII of the Indenture (prior to the Collateral Release Date), and by payment of an amount equal to the aggregate principal amount being redeemed and all accrued interest thereon plus the Make Whole Amount (as defined in the 2018 Series
Q BPA), if any, determined five Business Days prior to such redemption. Two Business Days prior to the redemption date the Company shall deliver a certificate from an Officer of the Company specifying the calculation of the Make-Whole Amount, if
any. On and after the date that is six months prior to the Maturity Date, all of the bonds of Series Q shall be subject to redemption, at the option of the Company, pursuant to and in accordance with the provisions of Article VII of the
Indenture (prior to the Collateral Release Date), and by payment of an amount equal to the aggregate principal amount being redeemed and all accrued interest thereon, but without payment of the Make Whole Amount. 

Section 1.05. (a) Prior to the Collateral Release Date, the Series Q Bonds may be redeemed pursuant to Article
XI of the Indenture (i) out of Trust Moneys required by Section 8.12 of the Indenture to be deposited with the Trustee, on any date and shall be redeemed for an amount equal to the principal amount of the bonds to be redeemed, plus
interest accrued to the date of redemption; or (ii) out of Trust Moneys required by Sections 8.10, 10.03, 10.04 or 10.04A of the Indenture to be deposited with the Trustee, on any date and shall be redeemed for an amount equal to the
Make Whole Amount. 
 (b) From and after the Collateral Release Date, the Series Q Bonds shall be redeemed in accordance with the terms of
the 2018 Series Q BPA. 
 Section 1.06. In the event that all or any part of the bonds of Series Q shall be
redeemed or otherwise discharged prior to their maturity pursuant to or in accordance with the order of any governmental commission or regulatory authority upon the reorganization, dissolution or liquidation of the Company, or otherwise, the
registered owners of such bonds of Series Q shall be entitled to be paid thereafter an amount equal to the principal amount of the bonds of Series Q to be redeemed, plus accrued interest to the date of redemption, plus the Make Whole
Amount. 
 Section 1.07. (a) Prior to the Collateral Release Date, Bonds of Series Q, upon surrender thereof at
the principal corporate trust office of the Trustee in Boston, Massachusetts, St. Paul, Minnesota, or other such office designated by the Trustee, may be exchanged for the same aggregate principal amount of other fully registered bonds of this
Series. 
 Within a reasonable time after the receipt of a request for such an exchange, the Company shall issue, and the Trustee shall
authenticate and deliver all bonds required in connection therewith, and the Trustee shall make such exchange upon payment to it of such charge, if any, as is required by the following paragraph. 

  
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 For any exchange of bonds of Series Q, the Company, at its option, may require the payment
of a sum sufficient to reimburse it for any stamp or other tax or governmental charge required to be paid by the Company or the Trustee. 

(b) From and after the Collateral Release Date, any exchange of the Series Q Bonds shall be governed in accordance with the terms of the 2018
Series Q BPA. 
 Section 1.08. Upon the execution of this Fifteenth Supplemental Indenture and subject to the
provisions of Article III of the Indenture and upon compliance with the applicable provisions of Articles IV of the Indenture (or waiver thereof duly obtained), the Company shall execute and deliver to the Trustee, and the Trustee shall authenticate
and deliver to or upon the order of the Company, bonds of Series Q in the form set forth in Exhibit B to the 2018 Series Q BPA in the aggregate principal amount of Thirty Million Dollars ($30,000,000). 

ARTICLE TWO 

REDEMPTION PRIOR TO THE COLLATERAL RELEASE
DATE 
 Section 2.01. In the case of any proposed redemption pursuant to Sections 1.04
or 1.05(a), forthwith after the Trustee’s receipt of proper notice from the Company of any such proposed redemption, the Trustee shall act in accordance with the provisions of Article VII of the Indenture. 

The Company covenants that it will pay to the Trustee: 

(i) on or before the day prior to the date proposed by the Company in a notice (which notice shall conform to the requirements
of Article VII of the Indenture) of any redemption pursuant to Section 1.04 or 1.05(a) hereof, the amount payable in accordance with such notice, and 

(ii) at the time of each redemption the Company shall pay to the Trustee the amount of the charges which shall be due the
Trustee and the amount of expenses which the Trustee advises the Company it has incurred or will incur in connection with such redemption. 

ARTICLE THREE 

COVENANTS OF THE COMPANY PRIOR TO
THE COLLATERAL RELEASE DATE 
 Section 3.01. The
Company covenants that it will not declare or pay dividends (other than in its own common stock) or make any other distribution on shares of its common stock or apply any of its property or assets (other than amounts equal to any proceeds received
from the sale of common stock of the Company) to the purchase or retirement of, or make any other distribution through reduction of capital or otherwise, in respect of, any shares of its common stock (which dividends, distributions, purchases and
retirements are hereinafter referred to as “distributions”) 

  
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if, after giving effect to such distribution, the aggregate of all such distributions declared, paid, made or applied subsequent to December 31, 2017, plus the amount of all dividends
declared on any class of preferred stock of the Company subsequent to December 31, 2017, and any amounts charged to net income after December 31, 2017 in connection with the purchase or retirement of any shares of preferred stock of the
Company would exceed an amount equal to net income of the Company available for dividends after December 31, 2017, plus the net proceeds from any common or preferred equity issuances by the Company subsequent to December 31, 2017,
plus the sum of $54,300,000. 
 The term “net income”, as applied to any period shall mean the net
income (or deficit) of the Company for such period properly transferable to its earned surplus, all computed, if a uniform system of accounts is prescribed by any commission or other governmental body having jurisdiction in the premises, in
accordance with such uniform system; otherwise in accordance with accepted accounting practice, and in any event by deducting from the aggregate gross revenues of the Company for such period all expenses required to be deducted in computing earnings
available for interest charges for such period in accordance with Section 4.02B of the Indenture, and also by deducting all interest requirements, taxes, amortization of debt discount and expense and other deferred charges, and all other non-operating expenses for such period. 
 ARTICLE FOUR 

MISCELLANEOUS PROVISIONS PRIOR TO THE COLLATERAL
RELEASE DATE 
 Section 4.01. Prior to the Collateral Release Date, the Company
covenants that, except as to that part of the trust estate which may hereafter be acquired by it, it is now well seized of the physical properties by it hereby mortgaged or intended so to be and has good right, full power, and lawful authority to
make this Fifteenth Supplemental Indenture and to subject such physical properties to the lien of the Indenture as hereby supplemented; and that, subject to the provisions of the Indenture as hereby supplemented, it has and will preserve good and
indefeasible title to all such physical properties and will warrant and forever defend the same to the Trustee against the claims of all persons whomsoever. 

Section 4.02. The use of terms and the construction of the provisions hereof shall be in accordance with the
definitions, uses and constructions contained in the Indenture as hereby supplemented. 
 Section 4.03. The
Trustee shall be entitled to, may exercise and shall be protected by, where and to the full extent that the same are applicable, with respect to the Series Q Bonds herein provided for, all the rights, powers, privileges, immunities and exemptions
provided in the Indenture as if the provisions concerning the same were incorporated herein at length. The recitals and statements in this Fifteenth Supplemental Indenture and in the Series Q Bonds (other than the Trustee’s Certificate attached
thereto) shall be taken as statements by the Company alone, and shall not be considered as made by or as imposing any obligation or liability upon the Trustee, nor shall the Trustee be held responsible for the legality or validity of this Fifteenth
Supplemental Indenture or of the Series Q Bonds, and the Trustee makes no covenant or representation, and shall not be responsible, as to and for the effect, authorization, execution, 

  
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delivery or recording of this Fifteenth Supplemental Indenture. The Trustee shall not be taken impliedly to waive by this Fifteenth Supplemental Indenture any right it would otherwise have. As
provided in the Indenture, this Fifteenth Supplemental Indenture shall hereafter form a part of the Indenture. 
 The remedies and
provisions of the Indenture applicable in case of any default by the Company thereunder are hereby adopted and made applicable in case of any default with respect to the properties included herein and, without limitation of the generality of the
foregoing, there are hereby conferred upon the Trustee the same powers of sale and other powers over the properties described herein as are expressly to be conferred by the Indenture. 

Section 4.04. The Series Q Bonds issued under this Fifteenth Supplemental Indenture are subject to the terms of the
Indenture and the 2018 Series Q BPA. 
 Section 4.05. This Fifteenth Supplemental Indenture and the estate and
rights hereby granted shall cease and terminate when the Indenture ceases or terminates, including upon the occurrence of the Collateral Release Date. 

Section 4.06. This Fifteenth Supplemental Indenture may be simultaneously executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same instrument. 
 Section 4.07. The
cover of this Fifteenth Supplemental Indenture and all article and descriptive headings herein are inserted for convenience only and shall not effect any construction or interpretation hereof. 

  
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 IN WITNESS WHEREOF, Unitil Energy Systems, Inc.
has caused this instrument to be executed in its corporate name by its President, one of its Vice Presidents, its Treasurer or its Assistant Treasurer and its corporate seal to be hereunto affixed and to be attested by the Secretary of the Board of
Directors or its Secretary, and U.S. Bank National Association, to evidence its acceptance of the trust hereby created, has caused this instrument to be executed in its corporate name, all as of the day and year first above written. 

 

							
	Attest:	 		 	UNITIL ENERGY SYSTEMS, INC.
				
	 /s/ Sandra L. Whitney
	 		 	By:	 	 /s/ Mark H. Collin

	Secretary	 		 		 	Name: Mark H. Collin
		 		 		 	Title: Senior Vice President and Treasurer
				
	Signed, sealed and delivered by	 		 		 	
	 Unitil Energy Systems, Inc.

in the presence of us:
	 		 		 	
				
	 /s/ Jennifer L. Quimby
	 		 		 	
				
	 /s/ Maria Bonavita
	 		 		 	
				
		 		 		 	(Corporate Seal)


  
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	STATE OF NEW HAMPSHIRE	  	)
		  	) SS
	COUNTY OF 	  	) 

 On this 29th day of November 2018, before me personally
appeared Mark H. Collin, to me personally known, who, being by me duly sworn, did say that he is the Senior Vice President and Treasurer of Unitil Energy Systems, Inc., that the seal affixed to the foregoing instrument was signed and sealed by him
on behalf of said corporation by authority of its Board of Directors; and the said Mark H. Collin acknowledged said instrument to be the free act and deed of said corporation. 

 

	
	 /s/ Kumiko Anne Shortill

	Notary Public
	My Commission Expires: September 5, 2023
	
	        (Notarial Seal)



  
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	U.S. BANK NATIONAL ASSOCIATION, TRUSTEE
		
	By:	 	 /s/ Karen R. Beard

		 	Authorized Officer


  

	
	Signed and delivered by
	 U.S. Bank National Association

in the presence of us:

	
	 /s/ Carolina D. Altomare

	
	 /s/ Laura Cawley



  
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	COMMONWEALTH OF MASSACHUSETTS	  	)
		  	) SS
	COUNTY OF SUFFOLK	  	)

 On this 30th day of November 2018, before me personally
appeared Karen R. Beard, to me personally known, who being by me duly sworn, did say that he is an authorized officer of U.S. Bank National Association, and that the foregoing instrument was signed by him on behalf of said Bank by authority of its
Board of Directors; and the said Karen R. Beard acknowledged said instrument to be the free act and deed of said Bank. 
  

	
	 /s/ Aida L. Hoti

	Notary Public
	My Commission Expires: 08-20-2021
	
	        (Notarial Seal)



  
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 UNITIL Energy Systems, Inc. 

Fifteenth Supplemental Indenture 

Schedule A 
 DESCRIPTION OF CERTAIN LAND
AND EASEMENTS 
   ACQUIRED BY THE COMPANY SINCE MARCH 2, 2010 

 

	 	1.	 PARCELS ACQUIRED: 


  

	 	a.	 Land on Curtisville Road, Concord, NH from Reed Stevens to UNITIL Energy Systems, Inc. dated November 25,
2013 and recorded with the Merrimack County Registry of Deeds at Book 3421, Page 1329. 


  

	 	b.	 Land on Portsmouth Street, Concord, NH from the City of Concord to UNITIL Energy Systems, Inc. dated
September 3, 2015 and recorded with the Merrimack County Registry of Deeds at Book 3490, Page 2140. 


  

	 	2.	 EASEMENTS AND RIGHTS ACQUIRED FOR TRANSMISSION LINES: 



 

	 	a.	 Twenty foot wide Easement conveyed by deed of DDR Seabrook LLC to UNITIL Energy Systems, Inc. dated
July 28, 2015 and recorded with the Rockingham County Registry of Deeds at Book 5645, Page 2439. 


  

	 	b.	 Utility Easement conveyed by deed of Joseph J. Reardon and Patricia F. Reardon to UNITIL Energy Systems, Inc.
dated January 20, 2016 and recorded with the Rockingham County Registry of Deeds at Book 5688, Page 2416. 


  

	 	c.	 Utility Easement conveyed by deed of Aquarion Water Company of New Hampshire to UNITIL Energy Systems, Inc.
dated December 9, 2015 and recorded with the Rockingham County Registry of Deeds at Book 5688, Page 2418. 


  

	 	d.	 Utility Easement conveyed by deed of Dunbar Hotel LLC to UNITIL Energy Systems, Inc. dated December 28,
2015 and recorded with the Rockingham County Registry of Deeds at Book 5688, Page 2420. 


  

	 	e.	 Utility Easement conveyed by deed of Public Service Company of New Hampshire d/b/a Eversource Energy to UNITIL
Energy Systems, Inc. dated August 11, 2015 and recorded with the Merrimack County Registry of Deeds at Book 3489, Page 1887. 



  
 Schedule A 

(to Fifteenth Supplemental Indenture) 














	 	f.	 Utility Access Easement Deed from the City of Concord to UNITIL Energy Systems Inc. dated September 3,
2015 and recorded with the Merrimack County Registry of Deeds at Book 3490, Page 2148. 


  

	 	g.	 The Conservation Easement from UNITIL Energy Systems, Inc. to the City of Concord dated December 30, 2008
and recorded with the Merrimack County Registry of Deeds at Book 3119, Page 784 which contained reserved rights held by UNITIL Energy Systems, Inc. was amended by First Amendment to Conservation Easement between the parties dated September 3,
2015 and recorded with said Merrimack Registry at Book 3490, Page 2158. 


  

	 	h.	 Utility Easement from Hodges Properties, Inc. to UNITIL Energy Systems, Inc. dated as of May 1, 2017 and
recorded with the Merrimack County Registry of Deeds at Book 3554, Page 739. 


  

	 	i.	 Agreement and Consent to Joint Use between Public Service Company of New Hampshire d/b/a Eversource Energy and
UNITIL Energy Systems, Inc. dated July 17, 2017 and recorded with the Merrimack County Registry of Deeds at Book 3563, Page 2848. 



  
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 DESCRIPTION OF CERTAIN LAND AND EASEMENTS 

CONVEYED BY THE COMPANY SINCE MARCH 2, 2010 

 

	 	1.	 PARCELS CONVEYED: 


  

	 	a.	 None 


  

	 	2.	 EASEMENTS AND RIGHTS CONVEYED FOR TRANSMISSION LINES: 



 

	 	a.	 Quitclaim Deed and Release of Utility Easement conveyed by deed of UNITIL Energy Systems, Inc. and Northern New
England Telephone Operations LLC (d/b/a FairPoint Communications – NNE) to DDR Seabrook LLC dated April 29, 2011 and recorded with the Rockingham County Registry of Deeds at Book 5220, Page 2926. 



 

	 	b.	 Quitclaim Deed and Release of Utility Easement conveyed by deed of UNITIL Energy Systems, Inc., to Public
Service Company of New Hampshire dated August 6, 2015 and recorded with the Merrimack County Registry of Deeds at Book 3489, Page 1884. 


  

	 	c.	 The Conservation Easement from UNITIL Energy Systems, Inc. to City of Concord dated December 30, 2008 and
recorded with the Merrimack County Registry of Deeds at Book 3119, Page 784 which contained reserved rights held by UNITIL Energy Systems, Inc., was amended by First Amendment to Conservation Easement between the parties dated September 3, 2015
and recorded with said Merrimack Registry at Book 3490, Page 2158. 


  

	 	d.	 Warranty Deed and Release of Utility Easement from UNITIL Energy Systems, Inc. to Hodges Properties, Inc. dated
April 26, 2017 and recorded with the Merrimack County Registry of Deeds at Book 3554, Page 736. 


  

	 	e.	 Easement Deed from UNITIL Energy Systems, Inc. to Public Service Company of New Hampshire d/b/a Eversource
Energy dated May 2, 2017 and recorded with the Merrimack County Registry of Deeds at Book 3555, Page 290. 



  
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