Filed by Bowne Pure Compliance





Exhibit 4.37




Prepared by and Return to:

Mary T. Tomich, Esq.

Dilworth Paxson LLP

1500 Market Street

Suite 3500E

Philadelphia, PA 19102

215-575-7000




 





FORTY-THIRD SUPPLEMENTAL




INDENTURE




DATED AS OF DECEMBER 1, 2008




TO




INDENTURE OF MORTGAGE




DATED AS OF JANUARY 1, 1941




AQUA PENNSYLVANIA, INC.




TO




THE BANK OF NEW YORK MELLON TRUST COMPANY, N. A.




 





 


 









 





THIS FORTY-THIRD SUPPLEMENTAL INDENTURE dated as of December 1, 2008, by and between AQUA
PENNSYLVANIA, INC. (f/k/a Pennsylvania Suburban Water Company), a corporation duly organized and
existing under the laws of the Commonwealth of Pennsylvania (the “Company”) as successor by merger
to the Philadelphia Suburban Water Company (the “Original Company”), party of the first part, and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N. A., a national banking association (the “Trustee”),
party of the second part.



WHEREAS, the Original Company heretofore duly executed and delivered to The Pennsylvania
Company for Insurances on Lives and Granting Annuities, as trustee, an Indenture of Mortgage dated
as of January 1, 1941 (the “Original Indenture”), which by reference is hereby made a part hereof,
and in and by the Original Indenture the Original Company conveyed and mortgaged to such trustee
certain property therein described, to secure the payment of its bonds to be generally known as its
“First Mortgage Bonds” and to be issued under the Original Indenture in one or more series as
therein provided; and



WHEREAS, through a series of mergers, changes of names and successions, The Bank of New York
Mellon Trust Company, N. A. became the successor trustee; such mergers, changes of name and
successions not involving any change in the title, powers, rights or duties of the trustee, as
trustee under the Original Indenture as supplemented at the respective dates thereof; and



WHEREAS, the Original Company duly executed and delivered to the Trustee thirty-four
supplemental indentures supplemental to the Original Indenture, and the Company duly executed and
delivered to the Trustee eight supplemental indentures to the Original Indenture so as to subject
certain additional property to the lien of the Original Indenture and to provide for the creation
of additional series of bonds; and



WHEREAS, pursuant to an Agreement and Plan of Merger and Reorganization dated December 20,
2001, and effective on January 1, 2002, the Original Company agreed to merge, in conjunction with
its affiliated corporations, Consumers Pennsylvania Water Company – Shenango Valley Division,
Consumers Pennsylvania Water Company – Roaring Creek Division, Consumers Pennsylvania Water Company
– Susquehanna Division, Waymart Water Company, Fawn Lake Forrest Water Company, Western Utilities,
Inc., and Northeastern Utilities, Inc. (such affiliates referred to hereinafter as the “Merging
Entities”) with and into the Company; and



WHEREAS, pursuant to the Thirty-Fifth Supplemental Indenture dated as of January 1, 2002 (the
“Thirty-Fifth Supplemental Indenture”), the Company agreed to assume the obligations of the
Original Company under the Original Indenture and all supplements thereto; and


 


2









 





WHEREAS, the Company and its predecessor have issued under the Original Indenture, as
supplemented at the respective dates of issue, fifty-two series of First Mortgage Bonds designated,
respectively, as set forth in the following table, the Original or Supplemental Indenture creating
each series and the principal amount of bonds thereof issued being indicated opposite the
designation of such series:



	 	 	 	 	 	 	 
	Designation	 	Indenture	 	Amount	 
	 
	 	 	 	 	 	 
	3 1/4% Series due 1971
	 	Original	 	$	16,375,000	 
	9 5/8% Series due 1975
	 	Thirteenth Supplemental	 	 	10,000,000	 
	9.15% Series due 1977
	 	Fourteenth Supplemental	 	 	10,000,000	 
	3% Series due 1978
	 	First Supplemental	 	 	2,000,000	 
	3 3/8% Series due 1982
	 	Second Supplemental	 	 	4,000,000	 
	3.90% Series due 1983
	 	Third Supplemental	 	 	5,000,000	 
	3 1/2% Series due 1986
	 	Fourth Supplemental	 	 	6,000,000	 
	4 1/2% Series due 1987
	 	Fifth Supplemental	 	 	4,000,000	 
	4 1/8% Series due 1988
	 	Sixth Supplemental	 	 	4,000,000	 
	5% Series due 1989
	 	Seventh Supplemental	 	 	4,000,000	 
	4 5/8% Series due 1991
	 	Eighth Supplemental	 	 	3,000,000	 
	4.70% Series due 1992
	 	Ninth Supplemental	 	 	3,000,000	 
	6 7/8% Series due 1993
	 	Twelfth Supplemental	 	 	4,500,000	 
	4.55% Series due 1994
	 	Tenth Supplemental	 	 	4,000,000	 
	10 1/8% Series due 1995
	 	Sixteenth Supplemental	 	 	10,000,000	 
	5 1/2% Series due 1996
	 	Eleventh Supplemental	 	 	4,000,000	 
	7 7/8% Series due 1997
	 	Fifteenth Supplemental	 	 	5,000,000	 
	8.44% Series due 1997
	 	Twenty-Third Supplemental	 	 	12,000,000	 
	9.20% Series due 2001
	 	Seventeenth Supplemental	 	 	7,000,000	 
	8.40% Series due 2002
	 	Eighteenth Supplemental	 	 	10,000,000	 
	5.95% Series due 2002
	 	Twenty-Seventh Supplemental	 	 	4,000,000	 
	12.45% Series due 2003
	 	Twentieth Supplemental	 	 	10,000,000	 
	13% Series due 2005
	 	Twenty-First Supplemental	 	 	8,000,000	 
	10.65% Series due 2006
	 	Twenty-Second Supplemental	 	 	10,000,000	 
	9.89% Series due 2008
	 	Twenty-Fourth Supplemental	 	 	5,000,000	 
	7.15% Series due 2008
	 	Twenty-Eighth Supplemental	 	 	22,000,000	 
	9.12% Series due 2010
	 	Twenty-Fifth Supplemental	 	 	20,000,000	 
	8 7/8% Series due 2010
	 	Nineteenth Supplemental	 	 	8,000,000	 
	6.50% Series due 2010
	 	Twenty-Seventh Supplemental	 	 	3,200,000	 
	9.17% Series due 2011
	 	Twenty-Sixth Supplemental	 	 	5,000,000	 
	9.93% Series due 2013
	 	Twenty-Fourth Supplemental	 	 	5,000,000	 
	9.97% Series due 2018
	 	Twenty-Fourth Supplemental	 	 	5,000,000	 
	9.17% Series due 2021
	 	Twenty-Sixth Supplemental	 	 	8,000,000	 
	9.29% Series due 2026
	 	Twenty-Sixth Supplemental	 	 	12,000,000	 
	1995 Medium Term Note Series
	 	Twenty-Ninth Supplemental	 	 	77,000,000	 
	6.35% Series due 2025
	 	Thirtieth Supplemental	 	 	22,000,000	 
	1997 Medium Term Note Series
	 	Thirty-First Supplemental	 	 	65,000,000	 
	6.75% Subseries A due 2007
	 	10,000,000	 	 	 	 
	6.30% Subseries B due 2002
	 	10,000,000	 	 	 	 
	6.14% Subseries C due 2008
	 	10,000,000	 	 	 	 
	5.80% Subseries D due 2003
	 	10,000,000	 	 	 	 
	5.85% Subseries E due 2004
	 	10,000,000	 	 	 	 






 


3









 





	 	 	 	 	 	 	 
	Designation	 	Indenture	 	Amount	 
	 
	6.00% Subseries F due 2004
	 	15,000,000	 	 	 	 
	6.00% Series due 2029
	 	Thirty-Second Supplemental	 	 	25,000,000	 
	1999 Medium Term Note Series
	 	Thirty-Third Supplemental	 	 	222,334,480	 
	7.40% Subseries A due 2005
	 	15,000,000	 	 	 	 
	7.40% Subseries B due 2005
	 	11,000,000	 	 	 	 
	6.21% Subseries C due 2011
	 	15,000,000	 	 	 	 
	9.53% Subseries D due 2019
	 	4,000,000	 	 	 	 
	6.375% Subseries E due 2023
	 	14,000,000	 	 	 	 
	8.26% Subseries F due 2022
	 	1,500,000	 	 	 	 
	9.50% Subseries G due 2006
	 	1,440,000	 	 	 	 
	9.22% Subseries H due 2019
	 	2,534,480	 	 	 	 
	8.32% Subseries I due 2022
	 	3,500,000	 	 	 	 
	8.14% Subseries J due 2025
	 	4,000,000	 	 	 	 
	6.00% Subseries K due 2030
	 	18,360,000	 	 	 	 
	5.93% Subseries L due 2012
	 	25,000,000	 	 	 	 
	2.65% Subseries M due 2006
	 	5,000,000	 	 	 	 
	3.461% Subseries N due 2007
	 	12,000,000	 	 	 	 
	5.08% Subseries O due 2015
	 	20,000,000	 	 	 	 
	5.17% Subseries P due 2017
	 	7,000,000	 	 	 	 
	5.751% Subseries Q due 2019
	 	15,000,000	 	 	 	 
	5.751% Subseries R due 2019
	 	5,000,000	 	 	 	 
	6.06% Subseries S due 2027
	 	15,000,000	 	 	 	 
	6.06% Subseries T due 2027
	 	5,000,000	 	 	 	 
	5.98% Subseries U due 2028
	 	3,000,000	 	 	 	 
	5.35% Series due 2031
	 	Thirty-Fourth Supplemental	 	 	30,000,000	 
	5.55% Series due 2032
	 	Thirty-Sixth Supplemental	 	 	25,000,000	 
	3.75% Series due 2010
	 	Thirty-Seventh Supplemental	 	 	3,200,000	 
	5.15% Series due 2032
	 	Thirty Seventh Supplemental	 	 	25,000,000	 
	5.05% Series due 2039
	 	Thirty-Eighth Supplemental	 	 	14,000,000	 
	5.00% Series due 2036
	 	Thirty-Ninth Supplemental	 	 	21,770,000	 
	5.00% Series due 2037
	 	Thirty-Ninth Supplemental	 	 	24,165,000	 
	5.00% Series due 2038
	 	Thirty-Ninth Supplemental	 	 	25,375,000	 
	5.00% Series due 2035
	 	Fortieth Supplemental	 	 	24,675,000	 
	5.00% Series due 2040
	 	Forty-first Supplemental	 	 	23,915,000	 
	5.00% Series due 2041
	 	Forty-first Supplemental	 	 	23,915,000	 
	5.25% Series due 2042
	 	Forty-second Supplemental	 	 	24,830,000	 
	5.25% Series due 2043_
	 	Forty-second Supplemental	 	 	24,830,000	 










WHEREAS, the bonds of each of said series that are presently outstanding are listed on
Exhibit A attached hereto and made a part hereof; and



WHEREAS, in order to secure the lien of the Original Indenture on the properties of the
Original Company and the Company, the Original Indenture and the first forty-two supplemental
indentures supplemental to the Original Indenture were duly recorded in the Commonwealth of
Pennsylvania on the dates and in the office for the Recording of Deeds for the counties and in the
Mortgage Books at the pages indicated in Exhibit B hereto; and


 


4









 





WHEREAS, the lien of the Original Indenture, as supplemented, has been perfected as a security
interest under the Pennsylvania Uniform Commercial Code by filing a financing statement in the
office of the Secretary of the Commonwealth; and



WHEREAS, the Company proposes to create under the Original Indenture, as supplemented by this
Forty-third Supplemental Indenture, two series of bonds to be designated “First Mortgage Bonds,
6.25% Series due 2017” (herein referred to as the “6.25% Series due 2017”) to be limited in
aggregate principal amount to $9,000,000, to bear interest at the rate of 6.25% per annum, and to
mature on October 1, 2017, and “First Mortgage Bonds, 6.75% Series due 2018” (herein referred to as
the “6.75% Series due 2018”) to be limited in aggregate principal amount to $13,000,000, to bear
interest at the rate of 6.75% per annum, and to mature on October 1, 2018, each series to be issued
only as registered bonds without coupons and to be dated the date of delivery thereof; and



WHEREAS, in order to finance the costs of numerous acquisitions, constructions, modifications,
expansions, installations and replacements of the Company’s water distribution, treatment and
related operating systems located in the Counties of Chester, Delaware and Montgomery in
Pennsylvania and that are part of the Company’s system for the distribution of water to its
customers and related financing costs, which are to be financed under a Financing Agreement dated
as of December 1, 2008 (the “Financing Agreement”) between the Company and the Pennsylvania
Economic Development Financing Authority, a Pennsylvania body politic and corporate (the
“Authority”), and which are described in Exhibit A thereto (which facilities, less any
deletions therefrom and together with any additions, improvements and modifications thereto and
substitutions therefore made in accordance with the provisions of the Financing Agreement are
referred to as the “Facilities”), the Company has requested the Authority to issue a new series of
bonds to be known as the Authority’s Water Facilities Revenue Bonds (Aqua Pennsylvania, Inc.
Project), Series A of 2008 the aggregate principal amount of $22,000,000 (the “Authority Bonds”);
and



WHEREAS, the Company proposes to issue the Bonds under the provisions of Article IV of the
Original Indenture, and will comply with the provisions thereof as well as with other provisions of
the Original Indenture and indentures supplemental thereto in connection with the issuance of
additional bonds so that it will be entitled to procure the authentication and delivery of the
Bonds; and



WHEREAS, the Authority Bonds are to be issued under a Trust Indenture, dated as of December 1,
2008 (the “Authority Indenture”), between the Authority and U.S. Bank National Association, as
trustee (the “Authority Trustee”); and



WHEREAS, the proceeds of the Authority Bonds are to be loaned to the Company pursuant to the
terms of the Financing Agreement and the Bonds are to be issued by the Company to secure the
obligation of the Company to pay to or for the account of the Authority an amount equal to the
principal of, redemption premium, if any, and interest on the Authority Bonds pursuant to the
Financing Agreement; and


 


5









 





WHEREAS, the right, title and interest of the Authority in and to the Financing Agreement and
the payments thereunder and the security for such payments are to be assigned
by the Authority to the Authority Trustee, and the Bonds are to be delivered by the Company on
behalf of the Authority directly to the Authority Trustee, as assignee of the Authority, as
security for the payment of the principal of, redemption premium, if any, and interest on, the
Authority Bonds; and



WHEREAS, Article XVIII of the Original Indenture provides that the Company, when authorized by
resolution of its Board of Directors, may with the Trustee enter into an indenture supplemental to
the Original Indenture, which thereafter shall form a part of the Original Indenture, for the
purposes, inter alia, of subjecting to the lien of the Original Indenture additional property, of
defining the covenants and provisions applicable to any bonds of any series other than the 3-1/4%
Series due 1971, of adding to the covenants and agreements of the Company contained in the Original
Indenture other covenants and agreements thereafter to be observed by the Company, of surrendering
any right or power in the Original Indenture reserved to or conferred upon the Company, and of
making such provisions in regard to matters or questions arising under the Original Indenture as
may be necessary or desirable and not inconsistent therewith; and



WHEREAS, the Company, by proper corporate action, has duly authorized the creation of the
6.25% Series due 2017 and the 6.75% Series due 2018 (to be issued in accordance with the terms and
provisions of the Original Indenture and indentures supplemental thereto, including this
Forty-third Supplemental Indenture, and to be secured by said Original Indenture and indentures
supplemental thereto, including this Forty-third Supplemental Indenture) and has further duly
authorized the execution, delivery and recording of this Forty-third Supplemental Indenture setting
forth the terms and provisions of the 6.25% Series due 2017 and the 6.75% Series due 2018 insofar
as said terms and provisions are not set forth in said Original Indenture; and


 


6









 





WHEREAS, the Bonds and the Trustee’s certificate upon said Bonds are to be substantially in
the following form, the proper amount, names of registered owners and numbers to be inserted
therein, and such appropriate insertions, omissions and changes to be made therein as may be
required or permitted by this Indenture to conform to any pertinent law or usage:



[Form of 6.25% Series due 2017]




			
	 	 	 
	No. R-1
	 	$9,000,000






AQUA PENNSYLVANIA, INC.




(Incorporated under the Laws of the Commonwealth




of Pennsylvania)




First Mortgage Bond, 6.25% Series due 2017




Aqua Pennsylvania, Inc. (f/k/a known as Pennsylvania Suburban Water Company, successor by
merger to Philadelphia Suburban Water Company), a corporation organized and existing under the laws
of the Commonwealth of Pennsylvania (hereinafter called the “Company”, which term shall include any
successor corporation as defined in the Indenture hereinafter referred to), for value received,
hereby promises to pay to Pennsylvania Economic
Development Financing Authority or its registered assigns, on the 1st day of October, 2017, at
the designated office of The Bank of New York Mellon Trust Company, N. A. (hereinafter called the
“Trustee”) in Philadelphia, Pennsylvania, the sum of Nine Million Dollars in such coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public
and private debts and to pay interest thereon to the registered owner hereof by draft or check of
the Trustee mailed to such registered owner from the interest payment date next preceding the date
of the authentication of this Bond (or if this Bond is authenticated after a Record Date as defined
below and on or before the succeeding interest payment date, from such succeeding interest payment
date, or if this Bond is authenticated on or prior to April 1, 2009, from the date hereof) until
the principal hereof shall become due and payable, at the rate of 6.25% per annum, payable
semiannually in like coin or currency on the first day of April and the first day of October in
each year, commencing April 1, 2009 and to pay interest on overdue principal (including any overdue
required or optional prepayment of principal) and premium, if any, and, to the extent legally
enforceable, on any overdue installment of interest at a rate of 6.25% per annum after maturity
whether by acceleration or otherwise until paid.



The interest so payable will (except as otherwise provided in the Forty-third Supplemental
Indenture referred to herein) be calculated on the basis of a 360-day year of twelve 30-day months
and be paid to the person in whose name this Bond (or a Bond or Bonds in exchange for which this
Bond was issued) is registered at the close of business on the fifteenth day of the calendar month
next preceding the month in which the interest payment date occurs whether or not such day is a
business day (a “Record Date”) and principal, premium, if any, and interest on this Bond shall be
paid in accordance with written payment instructions of the registered owner delivered to the
Trustee on or before such record date.



This Bond is one of a duly authorized issue of bonds of the Company known as its First
Mortgage Bonds, issued and to be issued without limitation as to aggregate principal amount except
as set forth in the Indenture hereinafter mentioned in one or more series and equally secured
(except insofar as a sinking fund or other similar fund established in accordance with the
provisions of the Indenture may afford additional security for the bonds of any specific series) by
an Indenture of Mortgage (herein called the “Indenture”) dated as of January 1, 1941, executed by
the Philadelphia Suburban Water Company (now Aqua Pennsylvania, Inc., f/k/a Pennsylvania Suburban
Water Company, as successor by merger) to The Pennsylvania Company for Insurances on Lives and
Granting Annuities (succeeded as trustee by The Bank of New York Mellon Trust Company, N.A.), as
Trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is
hereby made for a description of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders and registered owners of the bonds and of the Trustee in
respect of such security, and the terms and conditions under which the bonds are and are to be
secured and may be issued under the Indenture; but neither the foregoing reference to the Indenture
nor any provision of this Bond or of the Indenture or of any indenture supplemental thereto shall
affect or impair the obligation of the Company, which is absolute and unconditional, to pay at the
stated or accelerated maturity herein and in the Indenture provided, the principal of and premium,
if any, and interest on this Bond as herein provided. As provided in the Indenture, the bonds may
be issued in series for various principal amounts, may bear different dates and mature at different
times, may bear interest at different rates and may otherwise vary as in the Indenture provided or
permitted. This Bond is one of the Bonds described in an indenture supplemental to said Indenture
known as the “Forty-third
Supplemental Indenture” dated as of December 1, 2008, and designated therein as “First
Mortgage Bonds, 6.25% Series due 2017” (the “Bonds”).


 


7









 





Concurrently herewith the Company is issuing is “First Mortgage Bonds, 6.75% Series due 2018”
in the aggregate principal amount of $13,000,000 (the “6.75% Series due 2018”).



To the extent permitted by and as provided in the Indenture, modifications or alterations of
the Indenture, or of any indenture supplemental thereto, and of the rights and obligations of the
Company and of the holders and registered owners of bonds issued and to be issued thereunder may be
made with the consent of the Company by an affirmative vote of the holders and registered owners of
not less than 75% in principal amount of bonds then outstanding under the Indenture and entitled to
vote, at a meeting of the bondholders called and held as provided in the Indenture, and, in case
one or more but less than all of the series of bonds then outstanding under the Indenture are so
affected, by an affirmative vote of the holders and registered owners of not less than 75% in
principal amount of bonds of any series then outstanding under the Indenture and entitled to vote
on and affected by such modification or alteration, or by the written consent of the holders and
registered owners of such percentages of bonds; provided, however, that no such modification or
alteration shall be made which shall reduce the percentage of bonds the consent of the holders or
registered owners of which is required for any such modification or alteration or which shall
affect the terms of payment of the principal of or interest on the bonds, or permit the creation by
the Company of any lien prior to or on a parity with the lien of the Indenture with respect to any
property subject to the lien of the Indenture as a first mortgage lien thereon, or which shall
affect the rights of the holders or registered owners of less than all of the bonds of any series
affected thereby.



The Bonds have been issued by the Company to secure the obligation of the Company to pay to or
for the account of the Authority (defined below) an amount equal to the principal, premium, if any,
of, and interest on, the Authority Bonds (defined below) pursuant to the Financing Agreement (the
“Financing Agreement”) dated as of December 1, 2008 between the Pennsylvania Economic Development
Financing Authority, a Pennsylvania body politic and corporate (the “Authority”), and the Company,
which Authority Bonds are being issued to finance the costs of numerous constructions,
modifications, expansions, installations and replacements of the Company’s water distribution,
treatment and related operating systems located in the Counties of Chester, Delaware and Montgomery
in Pennsylvania and that are part of the Company’s system for the distribution of water to its
customers and related financing costs which are to be financed under the Financing Agreement and
which are described in Exhibit A thereto (which facilities, less any deletions therefrom
and together with any additions, improvements and modifications thereto and substitutions therefor
made in accordance with the provisions of the Financing Agreement are referred to as the
“Facilities”). The Facilities are to be financed through the sale of the Authority’s Water
Facilities Revenue Bonds (Aqua Pennsylvania, Inc. Project), Series A of 2008, in the aggregate
principal amount of $22,000,000 (the “Authority Bonds”).


 


8









 





The Authority Bonds are to be issued under a Trust Indenture, dated as of December 1, 2008
(the “Authority Indenture”) between the Authority and U.S. Bank National Association, as trustee
(the “Authority Trustee”). The right, title and interest of the Authority in
and to the Financing Agreement and the payments thereunder and the security for such payments
have been assigned by the Authority to the Authority Trustee, and the Bonds have been delivered by
the Company on behalf of the Authority directly to the Authority Trustee, as assignee, as security
for the payment of the principal of, and premium, if any, and interest on, the Authority Bonds. The
Authority Trustee may not sell, assign or otherwise transfer the Bonds except for a transfer of the
entire outstanding principal amount thereof to its successor as trustee under the Authority
Indenture, which successor and each subsequent successor shall hold such Authority Bonds subject to
the same restriction on transfer.



In the event any Authority Bonds shall be purchased by the Company and cancelled pursuant to
the Authority Indenture, Bonds corresponding in principal amount to the Authority Bonds so
purchased and cancelled shall be deemed to be paid in full, and in the event and to the extent the
principal of, and premium, if any, or interest on, any Authority Bonds is paid out of funds held by
the Authority Trustee other than payments on Bonds, the corresponding payment of the principal of
and premium, if any, or interest on, an aggregate principal amount of Bonds shall be deemed to have
been satisfied.



In the event this Bond shall be deemed to have been paid in full, this Bond shall be
surrendered to the Trustee for cancellation. In the event this Bond shall be deemed to have been
paid in part, this Bond shall be presented to the Trustee for notation hereon of the payment of the
portion of the principal hereof so deemed to have been paid.




The Bonds are redeemable only as follows:



(a) The Bonds are subject to redemption at the direction of the Company, in whole, at any
time prior to maturity, at a redemption price of 100% of the principal amount of the bonds to be
redeemed, plus interest accrued thereon to the date fixed for redemption, at any time the
Authority Bonds are subject to extraordinary optional redemption pursuant to Section 7.01(a)(i) of
the Authority Indenture.



(b) The Bonds are also subject to special mandatory redemption at the direction of the
Company, in part, prior to maturity, at a redemption price of 100% of the principal amount of the
bonds to be redeemed, plus interest accrued thereon to the date fixed for redemption, at such time
and in such amount as the Authority Bonds are subject to special mandatory redemption pursuant to
Section 7.01(a)(ii) of the Authority Indenture.



(c) The Bonds are also subject to mandatory redemption by the Company in whole if the Trustee
shall receive a written demand from the Authority Trustee for redemption of all such Bonds held by
the Authority Trustee stating that an “Event of Default” as defined in Section 9.01(a) of the
Authority Indenture has occurred and is continuing and that payment of the principal of the
Authority Bonds has been accelerated pursuant to Section 9.01(b) of the Authority Indenture,
provided that at the time of notice of such redemption as provided in Section 2 of Article V of
the Original Indenture (i) said written demand shall not have been withdrawn by the Authority
Trustee, and (ii) no event of default under Section 1 of Article XI of the Original Indenture
shall have occurred and be continuing.


 


9









 





If this Bond or any portion hereof is called for redemption and payment thereof is duly
provided for as specified in the Indenture, interest shall cease to accrue hereon or on such
portion, as the case may be, from and after the date fixed for redemption.



The principal hereof may be declared or may become due prior to its maturity date on the
conditions, in the manner and with the effect set forth in the Indenture upon the happening of an
event of default, as in the Indenture provided; subject, however, to the right, under certain
circumstances, of the registered owners of a majority in principal amount of Bonds outstanding to
annul such declaration.



This Bond is transferable by the registered owner hereof in person or by attorney duly
authorized in writing, on books of the Company to be kept for that purpose at the designated
office of the Trustee in Philadelphia, Pennsylvania upon surrender hereof for cancellation at such
office and upon presentation of a written instrument of transfer duly executed, and thereupon the
Company shall issue in the name of the transferee or transferees, and the Trustee shall
authenticate and deliver, a new Bond or Bonds in authorized denominations, of equal aggregate
unpaid principal amount. Any such transfer or exchange shall be subject to the terms and conditions
and to the payment of the charges specified in the Indenture.



The Company and the Trustee may deem and treat the registered owner of this Bond as the
absolute owner hereof for the purpose of receiving payment of or on account of the principal hereof
and the interest hereon, and for all other purposes, and shall not be affected by any notice to the
contrary.



No recourse shall be had for the payment of the principal of or interest on this Bond or for
any claim based hereon or otherwise in respect hereof or of the Indenture or of any indenture
supplemental thereto against any incorporator or any past, present or future stockholder, officer
or director of the Company or of any predecessor or successor corporation, as such, either directly
or through the Company or through any such predecessor or successor corporation or through any
receiver or trustee in bankruptcy, by virtue of any constitutional provision, statute or rule of
law or equity, or by the enforcement of any assessment or penalty or otherwise; all such liability
being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly
waived and released by every holder or registered owner hereof, as more fully provided in the
Indenture.



This Bond shall not be entitled to any benefit under the Indenture or any indenture
supplemental thereto, or become valid or obligatory for any purpose, until The Bank of New York
Mellon Trust Company, N. A., as Trustee under the Indenture, or a successor trustee thereunder,
shall have signed the certificate of authentication endorsed hereon.


 


10









 





IN WITNESS WHEREOF, Aqua Pennsylvania, Inc. has caused this Bond to be signed by its President
or a Vice President and its corporate seal to be hereto affixed and attested by its Secretary or an
Assistant Secretary, and this Bond to be dated December
 _____, 2008.



	 	 	 	 	 	 	 
	Attest:	 	 	 	AQUA PENNSYLVANIA, INC.
	 
	 	 	 	 	 	 
	/s/ Maria Gordiany

	 	 	 	By:
	 	/s/ Karl Kyriss
	 

	 	 	 	 	 	 
	(Assistant) Secretary

	 	 	 	 	 	President






(Form of Trustee’s Certificate)




This Bond is one of the Bonds, of the series designated therein, referred to in the
within-mentioned Forty-third Supplemental Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK

MELLON TRUST COMPANY, N. A.,

as Trustee

 	 
	 	By:  	/s/ Philip Newmuis
 	 
	 	 	Authorized Signer 	 



 


11









 





	 	 	 	 	 



[Form of 6.75% Series due 2018]




			
	 	 	 
	No. R-1
	 	$13,000,000






AQUA PENNSYLVANIA, INC.




(Incorporated under the Laws of the Commonwealth




of Pennsylvania)




First Mortgage Bond, 6.75% Series due 2018




Aqua Pennsylvania, Inc. (f/k/a known as Pennsylvania Suburban Water Company, successor by
merger to Philadelphia Suburban Water Company), a corporation organized and existing under the laws
of the Commonwealth of Pennsylvania (hereinafter called the “Company”, which term shall include any
successor corporation as defined in the Indenture hereinafter referred to), for value received,
hereby promises to pay to Pennsylvania Economic Development Financing Authority or its registered
assigns, on the 1st day of October, 2018, at the designated office of The Bank of New York Mellon
Trust Company, N. A. (hereinafter called the “Trustee”) in Philadelphia, Pennsylvania, the sum of
Thirteen Million Dollars in such coin or currency of the United States of America as at the time of
payment is legal tender for the
payment of public and private debts and to pay interest thereon to the registered owner hereof
by draft or check of the Trustee mailed to such registered owner from the interest payment date
next preceding the date of the authentication of this Bond (or if this Bond is authenticated after
a Record Date as defined below and on or before the succeeding interest payment date, from such
succeeding interest payment date, or if this Bond is authenticated on or prior to April 1, 2009,
from the date hereof) until the principal hereof shall become due and payable, at the rate of 6.75%
per annum, payable semiannually in like coin or currency on the first day of April and the first
day of October in each year, commencing April 1, 2009 and to pay interest on overdue principal
(including any overdue required or optional prepayment of principal) and premium, if any, and, to
the extent legally enforceable, on any overdue installment of interest at a rate of 6.75% per annum
after maturity whether by acceleration or otherwise until paid.



The interest so payable will (except as otherwise provided in the Forty-third Supplemental
Indenture referred to herein) be calculated on the basis of a 360-day year of twelve 30-day months
and be paid to the person in whose name this Bond (or a Bond or Bonds in exchange for which this
Bond was issued) is registered at the close of business on the fifteenth day of the calendar month
next preceding the month in which the interest payment date occurs whether or not such day is a
business day (a “Record Date”) and principal, premium, if any, and interest on this Bond shall be
paid in accordance with written payment instructions of the registered owner delivered to the
Trustee on or before such record date.



This Bond is one of a duly authorized issue of bonds of the Company known as its First
Mortgage Bonds, issued and to be issued without limitation as to aggregate principal amount except
as set forth in the Indenture hereinafter mentioned in one or more series and equally secured
(except insofar as a sinking fund or other similar fund established in accordance with the
provisions of the Indenture may afford additional security for the bonds of any specific series) by
an Indenture of Mortgage (herein called the “Indenture”) dated as of January 1, 1941, executed by
the Philadelphia Suburban Water Company (now Aqua Pennsylvania, Inc., f/k/a Pennsylvania Suburban
Water Company, as successor by merger) to The Pennsylvania Company for Insurances on Lives and
Granting Annuities (succeeded as trustee by The Bank of New York Mellon Trust Company, N.A.), as
Trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is
hereby made for a description of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders and registered owners of the bonds and of the Trustee in
respect of such security, and the terms and conditions under which the bonds are and are to be
secured and may be issued under the Indenture; but neither the foregoing reference to the Indenture
nor any provision of this Bond or of the Indenture or of any indenture supplemental thereto shall
affect or impair the obligation of the Company, which is absolute and unconditional, to pay at the
stated or accelerated maturity herein and in the Indenture provided, the principal of and premium,
if any, and interest on this Bond as herein provided. As provided in the Indenture, the bonds may
be issued in series for various principal amounts, may bear different dates and mature at different
times, may bear interest at different rates and may otherwise vary as in the Indenture provided or
permitted. This Bond is one of the Bonds described in an indenture supplemental to said Indenture
known as the “Forty-third Supplemental Indenture” dated as of December 1, 2008, and designated
therein as “First Mortgage Bonds, 6.75% Series due 2018” (the “Bonds”).


 


12









 





Concurrently herewith the Company is issuing is “First Mortgage Bonds, 6.25% Series due 2017”
in the aggregate principal amount of $9,000,000 (the “6.25% Series due 2017”).



To the extent permitted by and as provided in the Indenture, modifications or alterations of
the Indenture, or of any indenture supplemental thereto, and of the rights and obligations of the
Company and of the holders and registered owners of bonds issued and to be issued thereunder may be
made with the consent of the Company by an affirmative vote of the holders and registered owners of
not less than 75% in principal amount of bonds then outstanding under the Indenture and entitled to
vote, at a meeting of the bondholders called and held as provided in the Indenture, and, in case
one or more but less than all of the series of bonds then outstanding under the Indenture are so
affected, by an affirmative vote of the holders and registered owners of not less than 75% in
principal amount of bonds of any series then outstanding under the Indenture and entitled to vote
on and affected by such modification or alteration, or by the written consent of the holders and
registered owners of such percentages of bonds; provided, however, that no such modification or
alteration shall be made which shall reduce the percentage of bonds the consent of the holders or
registered owners of which is required for any such modification or alteration or which shall
affect the terms of payment of the principal of or interest on the bonds, or permit the creation by
the Company of any lien prior to or on a parity with the lien of the Indenture with respect to any
property subject to the lien of the Indenture as a first mortgage lien thereon, or which shall
affect the rights of the holders or registered owners of less than all of the bonds of any series
affected thereby.



The Bonds have been issued by the Company to secure the obligation of the Company to pay to or
for the account of the Authority (defined below) an amount equal to the principal, premium, if any,
of, and interest on, the Authority Bonds (defined below) pursuant to the Financing Agreement (the
“Financing Agreement”) dated as of December 1, 2008 between the Pennsylvania Economic Development
Financing Authority, a Pennsylvania body politic and corporate (the “Authority”), and the Company,
which Authority Bonds are being issued to finance the costs of numerous constructions,
modifications, expansions, installations and replacements of the Company’s water distribution,
treatment and related operating systems located in the Counties of Chester, Delaware and Montgomery
in Pennsylvania and that are part of the Company’s system for the distribution of water to its
customers and related financing costs which are to be financed under the Financing Agreement and
which are described in Exhibit A thereto (which facilities, less any deletions therefrom
and together with any additions, improvements and modifications thereto and substitutions therefor
made in accordance with the provisions of the Financing Agreement are referred to as the
“Facilities”). The Facilities are to be financed through the sale of the Authority’s Water
Facilities Revenue Bonds (Aqua Pennsylvania, Inc. Project), Series A of 2008, in the aggregate
principal amount of $22,000,000 (the “Authority Bonds”).



The Authority Bonds are to be issued under a Trust Indenture, dated as of December 1, 2008
(the “Authority Indenture”) between the Authority and U.S. Bank National Association, as trustee
(the “Authority Trustee”). The right, title and interest of the Authority in and to the Financing
Agreement and the payments thereunder and the security for such payments have been assigned by the
Authority to the Authority Trustee, and the Bonds have been delivered by the Company on behalf of
the Authority directly to the Authority Trustee, as assignee, as
security for the payment of the principal of, and premium, if any, and interest on, the
Authority Bonds. The Authority Trustee may not sell, assign or otherwise transfer the Bonds except
for a transfer of the entire outstanding principal amount thereof to its successor as trustee under
the Authority Indenture, which successor and each subsequent successor shall hold such Authority
Bonds subject to the same restriction on transfer.


 


13









 





In the event any Authority Bonds shall be purchased by the Company and cancelled pursuant to
the Authority Indenture, Bonds corresponding in principal amount to the Authority Bonds so
purchased and cancelled shall be deemed to be paid in full, and in the event and to the extent the
principal of, and premium, if any, or interest on, any Authority Bonds is paid out of funds held by
the Authority Trustee other than payments on Bonds, the corresponding payment of the principal of
and premium, if any, or interest on, an aggregate principal amount of Bonds shall be deemed to have
been satisfied.



In the event this Bond shall be deemed to have been paid in full, this Bond shall be
surrendered to the Trustee for cancellation. In the event this Bond shall be deemed to have been
paid in part, this Bond shall be presented to the Trustee for notation hereon of the payment of the
portion of the principal hereof so deemed to have been paid.




The Bonds are redeemable only as follows:



(a) The Bonds are also subject to redemption at the direction of the Company, in whole, at any
time prior to maturity, at a redemption price of 100% of the principal amount of the bonds to be
redeemed, plus interest accrued thereon to the date fixed for redemption, at any time the Authority
Bonds are subject to extraordinary optional redemption pursuant to Section 7.01(a)(i) of the
Authority Indenture.



(b) The Bonds are also subject to special mandatory redemption at the direction of the
Company, in part, prior to maturity, at a redemption price of 100% of the principal amount of the
bonds to be redeemed, plus interest accrued thereon to the date fixed for redemption, at such time
and in such amount as the Authority Bonds are subject to special mandatory redemption pursuant to
Section 7.01(a)(ii) of the Authority Indenture.



(c) The Bonds are also subject to mandatory redemption by the Company in whole if the Trustee
shall receive a written demand from the Authority Trustee for redemption of all such Bonds held by
the Authority Trustee stating that an “Event of Default” as defined in Section 9.01(a) of the
Authority Indenture has occurred and is continuing and that payment of the principal of the
Authority Bonds has been accelerated pursuant to Section 9.01(b) of the Authority Indenture,
provided that at the time of notice of such redemption as provided in Section 2 of Article V of the
Original Indenture (i) said written demand shall not have been withdrawn by the Authority Trustee,
and (ii) no event of default under Section 1 of Article XI of the Original Indenture shall have
occurred and be continuing.



If this Bond or any portion hereof is called for redemption and payment thereof is duly
provided for as specified in the Indenture, interest shall cease to accrue hereon or on such
portion, as the case may be, from and after the date fixed for redemption.


 


14









 





The principal hereof may be declared or may become due prior to its maturity date on the
conditions, in the manner and with the effect set forth in the Indenture upon the happening of an
event of default, as in the Indenture provided; subject, however, to the right, under certain
circumstances, of the registered owners of a majority in principal amount of Bonds outstanding to
annul such declaration.



This Bond is transferable by the registered owner hereof in person or by attorney duly
authorized in writing, on books of the Company to be kept for that purpose at the designated
office of the Trustee in Philadelphia, Pennsylvania upon surrender hereof for cancellation at such
office and upon presentation of a written instrument of transfer duly executed, and thereupon the
Company shall issue in the name of the transferee or transferees, and the Trustee shall
authenticate and deliver, a new Bond or Bonds in authorized denominations, of equal aggregate
unpaid principal amount. Any such transfer or exchange shall be subject to the terms and conditions
and to the payment of the charges specified in the Indenture.



The Company and the Trustee may deem and treat the registered owner of this Bond as the
absolute owner hereof for the purpose of receiving payment of or on account of the principal hereof
and the interest hereon, and for all other purposes, and shall not be affected by any notice to the
contrary.



No recourse shall be had for the payment of the principal of or interest on this Bond or for
any claim based hereon or otherwise in respect hereof or of the Indenture or of any indenture
supplemental thereto against any incorporator or any past, present or future stockholder, officer
or director of the Company or of any predecessor or successor corporation, as such, either directly
or through the Company or through any such predecessor or successor corporation or through any
receiver or trustee in bankruptcy, by virtue of any constitutional provision, statute or rule of
law or equity, or by the enforcement of any assessment or penalty or otherwise; all such liability
being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly
waived and released by every holder or registered owner hereof, as more fully provided in the
Indenture.



This Bond shall not be entitled to any benefit under the Indenture or any indenture
supplemental thereto, or become valid or obligatory for any purpose, until The Bank of New York
Mellon Trust Company, N. A., as Trustee under the Indenture, or a successor trustee thereunder,
shall have signed the certificate of authentication endorsed hereon.


 


15









 





IN WITNESS WHEREOF, Aqua Pennsylvania, Inc. has caused this Bond to be signed by its President
or a Vice President and its corporate seal to be hereto affixed and attested by its Secretary or an
Assistant Secretary, and this Bond to be dated December
 _____, 2008.



	 	 	 	 	 	 	 
	Attest:	 	 	 	AQUA PENNSYLVANIA, INC.
	 
	 	 	 	 	 	 
	/s/ Maria Gordiany

	 	 	 	By:
	 	/s/ Karl Kyriss
	 

	 	 	 	 	 	 
	(Assistant) Secretary

	 	 	 	 	 	President






(Form of Trustee’s Certificate)




This Bond is one of the Bonds, of the series designated therein, referred to in the
within-mentioned Forty-third Supplemental Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK

MELLON TRUST COMPANY, N. A.,

as Trustee

 	 
	 	By:  	/s/ Philip Newmuis
 	 
	 	 	Authorized Signer 	 
	 	 	 	 
	 



and;





WHEREAS, all acts and things necessary to make the Bonds, when executed by the Company and
authenticated and delivered by the Trustee as in this Forty-third Supplemental Indenture provided
and issued by the Company, valid, binding and legal obligations of the Company, and this
Forty-third Supplemental Indenture a valid and enforceable supplement to said Original Indenture,
have been done, performed and fulfilled, and the execution of this Forty-third Supplemental
Indenture has been in all respects duly authorized; and



NOW, THEREFORE, THIS FORTY-THIRD SUPPLEMENTAL INDENTURE WITNESSETH: That, in order to secure
the payment of the principal and interest of all bonds issued under the Original Indenture and all
indentures supplemental thereto, according to their tenor and effect, and according to the terms of
the Original Indenture and of any indenture supplemental thereto, and to secure the performance of
the covenants and obligations in said bonds and in the Original Indenture and any indenture
supplemental thereto respectively contained, and to provide for the proper issuing, conveying and
confirming unto the Trustee, its successors in said trust and its and their assigns forever, upon
the trusts and for the purposes expressed in the Original Indenture and in any indenture
supplemental thereto, all and singular the estates, property and franchises of the Company thereby
mortgaged or intended so to be, the Company, for and in consideration of the premises and of the
sum of One Dollar ($1.00) in hand paid by the Trustee to the Company upon the execution and
delivery of this Forty-third Supplemental Indenture, receipt whereof is hereby acknowledged, and of
other good and
valuable consideration, and intending to be legally bound, has granted, bargained, sold,
aliened, enfeoffed, released and confirmed and by these presents does grant, bargain, sell, alien,
enfeoff, release and confirm unto The Bank of New York Mellon Trust Company, N. A., as Trustee, and
to its successors in said trust and its and their assigns forever:


 


16









 





All and singular the premises, property, assets, rights and franchises of the Company, whether
now or hereafter owned, constructed or acquired, of whatever character and wherever situated
(except as herein expressly excepted), including among other things the following, but reference to
or enumeration of any particular kinds, classes, or items of property shall not be deemed to
exclude from the operation and effect of the Original Indenture or any indenture supplemental
thereto any kind, class or item not so referred to or enumerated:



II.




REAL ESTATE AND WATER RIGHTS.




The real estate, if any, described in the deeds from the grantors named in Exhibit C
hereto, dated and recorded as therein set forth, and any other real estate and water rights
acquired since the date of the Forty-second Supplemental Indenture.



III.




BUILDINGS AND EQUIPMENT.




All mains, pipes, pipe lines, service pipes, buildings, improvements, standpipes, reservoirs,
wells, flumes, sluices, canals, basins, cribs, machinery, conduits, hydrants, water works, plants
and systems, tanks, shops, structures, purification systems, pumping stations, fixtures, engines,
boilers, pumps, meters and equipment which are now owned or may hereafter be acquired by the
Company (except as herein expressly excepted), including all improvements, additions and extensions
appurtenant to any real or fixed property now or hereafter subject to the lien of the Original
Indenture or any indenture supplemental thereto which are used or useful in connection with the
business of the Company as a water company or as a water utility, whether any of the foregoing
property is now owned or may hereafter be acquired by the Company.



It is hereby declared by the Company that all property of the kinds described in the next
preceding paragraph, whether now owned or hereafter acquired, has been or is or will be owned or
acquired with the intention of using the same in carrying on the business or branches of the
business of the Company, and it is hereby declared that it is the intention of the Company that all
thereof (except property hereinafter specifically excepted) shall be subject to the lien of the
Original Indenture.



It is agreed by the Company that so far as may be permitted by law, tangible personal property
now owned or hereafter acquired by the Company, except such as is hereafter expressly excepted from
the lien hereof, shall be deemed to be and construed as fixtures and appurtenances to the real
property of the Company.


 


17









 





IV.




FRANCHISES AND RIGHTS OF WAY.




All the corporate and other franchises of the Company, all water and flowage rights, riparian
rights, easements and rights of way, and all permits, licenses, rights, grants, privileges and
immunities, and all renewals, extensions, additions or modifications of any of the foregoing,
whether the same or any thereof, or any renewals, extensions, additions or modifications thereof,
are now owned or may hereafter be acquired, owned, held, or enjoyed by the Company.



V.




AFTER ACQUIRED PROPERTY.




All real and fixed property and all other property of the character hereinabove described
which the Company may hereafter acquire.



TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in
any way appertaining to the aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders, tolls, rents, revenues, issues, income, product and profits
thereof, and all the estate, right, title, interest and claim whatsoever, at law as well as in
equity, which the Company now has or may hereafter acquire in and to the aforesaid premises,
property, rights and franchises and every part and parcel thereof.



EXCEPTING AND RESERVING, HOWEVER, certain premises, not used or useful in the supplying of
water by the Company, expressly excepted and reserved from the lien of the Original Indenture and
not subject to the terms thereof.



AND ALSO SAVING AND EXCEPTING from the property hereby mortgaged and pledged, all of the
following property (whether now owned by the Company or hereafter acquired by it): All bills, notes
and accounts receivable, cash on hand and in banks, contracts, choses in action and leases to
others (as distinct from the property leased and without limiting any rights of the Trustee with
respect thereto under any of the provisions of the Original Indenture or of any indenture
supplemental thereto), all bonds, obligations, evidences of indebtedness, shares of stock and other
securities, and certificates or evidences of interest therein, all automobiles, motor trucks, and
other like automobile equipment and all furniture, and all equipment, materials, goods, merchandise
and supplies acquired for the purpose of sale in the ordinary course of business or for consumption
in the operation of any properties of the Company other than any of the foregoing which may be
specifically transferred or assigned to or pledged or deposited with the Trustee hereunder or
required by the provisions of the Original Indenture or any indenture supplemental thereto so to
be; provided, however, that if, upon the happening of a completed default, as specified in Section
1 of Article XI of the Original Indenture, the Trustee or any receiver appointed hereunder shall
enter upon and take possession of the mortgaged property, the Trustee or any such receiver may, to
the extent permitted by law, at the same time likewise take possession of any and all of the
property described in this paragraph then on hand and any and all other property of the Company
then on hand, not described or referred to in the foregoing granting clauses, which is used or
useful in connection with the business of the Company as a water company or as a water utility, and
use and administer the same to the same extent as if such property were part of the mortgaged
property, unless and until such completed default shall be remedied or waived and possession of the
mortgaged property restored to the Company, its successors or assigns.


 


18









 





SUBJECT, HOWEVER, to the exceptions, reservations and matters hereinabove and in the Original
Indenture recited, to releases executed since the date of the Original Indenture in accordance with
the provisions thereof, to existing leases, to easements and rights of way for pole lines and
electric transmission lines and other similar encumbrances and restrictions which the Company
hereby certifies, in its judgment, do not impair the use of said property by the Company in its
business, to liens existing on or claims against, and rights in and relating to, real estate
acquired for right-of-way purposes, to taxes and assessments not delinquent, to alleys, streets and
highways that may run across or encroach upon said lands, to liens, if any, incidental to
construction, and to Permitted Liens, as defined in the Original Indenture; and, with respect to
any property which the Company may hereafter acquire, to all terms, conditions, agreements,
covenants, exceptions and reservations expressed or provided in such deeds and other instruments,
respectively, under and by virtue of which the Company shall hereafter acquire the same and to any
and all liens existing thereon at the time of such acquisition.



TO HAVE AND TO HOLD, all and singular the property, rights, privileges and franchises hereby
conveyed, transferred or pledged or intended so to be unto the Trustee and its successors in the
trust heretofore and hereby created, and its and their assigns forever.



IN TRUST NEVERTHELESS, for the equal pro rata benefit and security of each and every entity
who may be or become the holders of bonds and coupons secured by the Original Indenture or by any
indenture supplemental thereto, or both, without preference, priority or distinction as to lien or
otherwise of any bond or coupon over or from any other bond or coupon, so that each and every of
said bonds and coupons issued or to be issued, of whatsoever series, shall have the same right,
lien and privilege under the Original Indenture and all indentures supplemental thereto and shall
be equally secured hereby and thereby, with the same effect as if said bonds and coupons had all
been made, issued and negotiated simultaneously on the date thereof; subject, however, to the
provisions with reference to extended, transferred or pledged coupons and claims for interest
contained in the Original Indenture and subject to any sinking or improvement fund or maintenance
deposit provisions, or both, for the benefit of any particular series of bonds.



IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the parties hereto, that all such
bonds and coupons are to be authenticated, delivered and issued, and that all property subject or
to become subject hereto is to be held subject to the further covenants, conditions, uses and
trusts hereinafter set forth, and the Company, for itself and its successors and assigns, does
hereby covenant and agree to and with the Trustee and its successor or successors in said trust,
for the benefit of those who shall hold said bonds and coupons, or any of them, issued under this
Indenture or any indenture supplemental hereto, or both, as follows:


ARTICLE I.

Form, Authentication and Delivery of the Bonds; Redemption Provisions




SECTION 1. There shall be a fifty-third series of bonds, limited in aggregate principal amount
to $9,000,000 designated as “Aqua Pennsylvania, Inc., First Mortgage Bonds, 6.25% Series due 2017”
and a fifty-fourth series of bonds, limited in aggregate principal amount to $13,000,000 designated
as “Aqua Pennsylvania, Inc., First Mortgage Bonds, 6.75% Series due 2018”.



 


19









 






Interest on the Bonds shall be payable semiannually on April 1 and October 1 of each year
(each an “interest payment date”), commencing April 1, 2009. Each Bond shall be dated the date of
its authentication and shall bear interest from the interest payment date next preceding the date
of the authentication of such Bond (or if such Bond is authenticated after a Record Date as defined
below and on or before the succeeding interest payment date, from such succeeding interest payment
date, or if such Bond is authenticated on or prior to the record date for the first interest
payment date for the Bonds, in which case it shall bear interest from the date of original issuance
of the Bonds); provided, however, that, if at the time of authentication of any Bond, interest on
the predecessor Bond of such Bond is in default, such Bond shall bear interest from the date to
which interest has been paid, or, if no interest has been paid, from the date of original issuance
thereof. The 6.25% Series due 2017 shall be stated to mature (subject to the right of earlier
redemption at the prices and dates and upon the terms and conditions hereinafter set forth) on
October 1, 2017 and shall bear interest at the rate of 6.25%. The 6.75% Series due 2018 shall be
stated to mature (subject to the right of earlier redemption at the prices and dates and upon the
terms and conditions hereinafter set forth) on October 1, 2018 and shall bear interest at the rate
of 6.75%. In any case where the date of payment of the principal of or interest on the Bonds, or
the date fixed for redemption of any Bond, is not a Business Day, then payment of the principal or
Redemption Price of and interest on such Bond need not be made on such date but may be made on the
next succeeding Business Day with the same force and effect as if made on the due date of such
payment or the date fixed for redemption, and no interest shall accrue for the period after such
date.



The Bonds of each series shall be issuable only as registered bonds without coupons, shall be
in the form hereinabove recited, in the denomination of Five Thousand Dollars ($5,000) or any
integral multiple thereof, shall be lettered “R-1” and shall bear such numbers as the Company may
reasonably require.



The principal of, and interest on the Bonds shall be payable at the designated office of the
trustee in Philadelphia, Pennsylvania, and shall be payable, along with interest on the Bonds, in
such coin or currency of the United States of America as at the time of payment is legal tender for
the payment of public and private debts; each installment of interest shall be paid by check to the
order of the person entitled thereto, mailed to such person’s address as the same appears on the
books maintained for such purpose by or on behalf of the Company, or by bank wire transfer of
immediately available funds pursuant to instructions and conditions incorporated in an agreement
between such person and the Trustee or the Company.



The person in whose name any Bond is registered at the close of business on any Record Date
(as hereinafter defined) with respect to any interest payment date shall be entitled to receive the
interest payable on such interest payment date notwithstanding the cancellation of such Bond upon
any transfer or exchange subsequent to the Record Date and prior to such interest payment date;
provided, however, that if and to the extent the Company shall default in
the payment of the interest due on such interest payment date, such defaulted interest shall
be paid to the persons in whose names outstanding Bonds are registered at the close of business on
a subsequent Record Date established by notice given by mail by or on behalf of the Company to the
holders of Bonds not less than fifteen days preceding such subsequent Record Date, such Record Date
to be not less than ten days preceding the date of payment of such defaulted interest. The term
“Record Date” with respect to any regular interest payment date shall mean the fifteenth day of the
calendar month next preceding the month in which such interest payment date occurs.


 


20









 





The Bonds are being issued by the Company to secure the obligation of the Company to pay to or
for the account of the Authority an amount equal to the principal of, at maturity or earlier
redemption, and interest on, the Authority Bonds pursuant to the Financing Agreement. The Authority
Bonds are being sold to finance the Facilities.



The Authority Bonds are to be issued under the Authority Indenture and the right, title and
interest of the Authority in and to the Financing Agreement and the payments thereunder and the
security for such payments have been assigned by the Authority to the Authority Trustee, and the
Bonds are to be delivered by the Company on behalf of the Authority directly to the Authority
Trustee, as assignee, as security for the payment of the principal of, at maturity or earlier
redemption, and premium, if any, and interest on, the Authority Bonds. The Authority Trustee may
not sell, assign or otherwise transfer the Bonds except for a transfer of the entire outstanding
principal amount thereof to its successor as Trustee under the Authority Indenture, which successor
and each subsequent successor shall hold the Bonds subject to the same restriction on transfer.



The text of the Bonds and of the certificate of the Trustee upon such Bonds shall be,
respectively, substantially of the tenor and effect hereinbefore recited.



Exchange of any Bonds shall be effected in accordance with the applicable provisions of
Sections 7, 8 and 9 of Article II of the Original Indenture.




SECTION 2. The Bonds are redeemable only as follows:



(a) The 6.25% Series due 2017 are subject to redemption at the direction of the Company, in
whole, at any time prior to maturity, at a redemption price of 100% of the principal amount to be
redeemed, plus interest accrued thereon to the date fixed for redemption, at any time the Authority
Bonds maturing October 1, 2017 are subject to extraordinary optional redemption pursuant to Section
7.01(a)(i) of the Authority Indenture;



(b) The 6.75% Series due 2018 are subject to redemption at the direction of the Company, in
whole, at any time prior to maturity, at a redemption price of 100% of the principal amount to be
redeemed, plus interest accrued thereon to the date fixed for redemption, at any time the Authority
Bonds maturing October 1, 2018 are subject to extraordinary optional redemption pursuant to Section
7.01(a)(i) of the Authority Indenture;



(c) The 6.25% Series due 2017 are also subject to special mandatory redemption at the
direction of the Company, in part, prior to maturity, at a redemption price of 100% of the
principal amount of the bonds to be redeemed, plus interest accrued thereon to the date fixed for
redemption, at such time and in such amount as the Authority Bonds maturing October 1, 2017
are subject to special mandatory redemption pursuant to Section 7.01(a)(ii) of the Authority
Indenture.


 


21









 





(d) The 6.75% Series due 2018 are also subject to special mandatory redemption at the
direction of the Company, in part, prior to maturity, at a redemption price of 100% of the
principal amount of the bonds to be redeemed, plus interest accrued thereon to the date fixed for
redemption, at such time and in such amount as the Authority Bonds maturing October 1, 2018 are
subject to special mandatory redemption pursuant to Section 7.01(a)(ii) of the Authority Indenture.



(e) The 6.25% Series due 2017 and the 6.75% Series due 2018 are also subject to mandatory
redemption by the Company in whole if the Trustee shall receive a written demand from the Authority
Trustee for redemption of all such Bonds held by the Authority Trustee stating that an “Event of
Default” as defined in Section 9.01(a) of the Authority Indenture has occurred and is continuing
and that payment of the principal of the Authority Bonds has been accelerated pursuant to Section
9.01(b) of the Authority Indenture, provided that at the time of notice of such redemption as
provided in Section 2 of Article V of the Original Indenture (i) said written demand shall not have
been withdrawn by the Authority Trustee, and (ii) no event of default under Section 1 of Article XI
of the Original Indenture shall have occurred and be continuing.



SECTION 3. Any redemption of the Bonds shall be effected in accordance with the provisions of
Article V of the Original Indenture.



SECTION 4. In the event any Authority Bonds shall be purchased by the Company, surrendered by
the Company to the Authority Trustee for cancellation and cancelled by the Authority Trustee, Bonds
corresponding in principal amount to the Authority Bonds so purchased, surrendered and cancelled
shall be deemed to have been paid in full.



SECTION 5. In the event and to the extent the principal of and premium, if any, or interest
on, any Authority Bonds is paid out of funds held by the Authority Trustee other than payments of
Bonds, the corresponding payment of the principal of, and premium, if any, or interest on, an
aggregate principal amount of Bonds equal to the aggregate principal amount of such Authority Bonds
shall be deemed to have been satisfied.



SECTION 6. All Bonds deemed to have been paid in full as provided in Section 4 and 5 of this
Article I of this Forty-third Supplemental Indenture shall be surrendered to the Trustee for
cancellation, and the Trustee shall forthwith cancel the same and, in accordance with applicable
laws and regulations and the Trustee’s policies and procedures, and on the written request of the
Company, deliver the same to the Company. In case part of an outstanding Bond shall be deemed to
have been partially paid as provided in said Section 4 or Section 5, upon presentation of such Bond
at the designated office of the Trustee, the Trustee shall make a notation thereon of the payment
of the portion of the principal amount of such Bond so deemed to have been paid unless the
registered owner shall elect to surrender such Bond to the Trustee, in which case the Company shall
execute and the Trustee shall authenticate and deliver, without
charge to the registered owner, Bonds in such authorized denominations as shall be specified
by the registered owner for the unpaid balance of the principal amount of such outstanding Bond.


 


22









 





SECTION 7. The 6.25% Series due 2017 in the aggregate principal amount of $9,000,000 and the
6.75% Series due 2018 in the aggregate principal amount of $13,000,000 may be issued under the
provisions of Article IV of the Original Indenture and may forthwith be executed by the Company and
delivered to the Trustee and shall be authenticated by the Trustee and delivered to or upon the
order of the Company, upon receipt by the Trustee of the resolutions, certificates, opinions or
other instruments or all of the foregoing required to be delivered upon the issue of bonds pursuant
to the provisions of the Original Indenture.



ARTICLE II.

Maintenance or Improvement Deposit.




SECTION 1. The Company covenants that it will deposit with the Trustee on or before the March
1 next occurring after the bonds of the bonds of the 9.93% Series due 2013 cease to be outstanding,
or on or before the next March 1 next occurring after the bonds of the 9.97% Series due 2018 cease
to be outstanding, or on or before the March 1 next occurring after the bonds of the 9.12% Series
due 2010 cease to be outstanding, or on or before the March 1 next occurring after the bonds of the
9.29% Series due 2026 cease to be outstanding, or on or before the March 1 next occurring after the
bonds of the 9.17% Series due 2021 cease to be outstanding, or on or before the next March 1 next
occurring after the bonds of the 9.17% Series due 2011 cease to be outstanding, or on or before the
March 1 next occurring after the bonds of any of the Subseries of the 1995 Medium Term Note Series
issued under the Twenty-Ninth Supplemental Indenture (consisting of the 7.72% Subseries A due 2025
and the 6.89% Subseries C due 2015) shall cease to be outstanding, or on or before March 1 next
occurring after the bonds of 6.00% Series due 2029 cease to be outstanding, or on or before March 1
next occurring after the bonds of any of the Subseries of the 1999 Medium Term Note Series issued
under the Thirty-Third Supplemental Indenture (consisting of the 6.21% Series due 2011, the 9.53%
Subseries D due 2019, the 8.26% Subseries F due 2022, the 8.32% Subseries I due 2022, the 8.14%
Subseries J due 2025, the 6.00% Subseries K due 2030, the 5.93% Subseries L due 2012, the 5.08%
Subseries O due 2015, the 5.17% Subseries P due 2017, the 5.751% Subseries Q due 2019, the 5.751%
Subseries R due 2019, the 6.06% Subseries S due 2027, the 6.06% Subseries T due 2027 and the 5.98%
Subseries U due 2028) cease to be outstanding, or on or before March 1 next occurring after the
bonds of the 5.35% Series due 2031 cease to be outstanding, or on or before March 1 next occurring
after the bonds of the 5.55% Series due 2032 cease to be outstanding, or on or before March 1 next
occurring after the bonds of the 3.75% Series due 2010 cease to be outstanding, or on or before
March 1 next occurring after the bonds of the 5.15% Series due 2032 cease to be outstanding, or on
or before March 1 next occurring after the bonds of the 5.05% Series due 2039 cease to be
outstanding, or on or before March 1 next occurring after the bonds of the 5.00% Series due 2036
cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.00% Series
due 2037 cease to be outstanding, or on or before March 1 next occurring after the bonds of the
5.00% Series due 2038 cease to be outstanding, or on or before March 1 next occurring after the
bonds of the 5.00% Series due 2035 cease to be outstanding, or on or before March 1 next occurring
after the bonds of the 5.00% Series due 2040 cease to be outstanding, or on or before March 1 next
occurring after the bonds of the 5.00% Series due 2041 cease to be outstanding, or on or before
March 1 next occurring after the
bonds of the 5.25% Series due 2042 cease to be outstanding, or on or before March 1 next
occurring after the bonds of the 5.25% Series due 2043 cease to be outstanding, whichever is
latest, an amount in cash (the “Maintenance or Improvement Deposit”) equal to 9% of the Gross
Operating Revenues of the Company during the preceding calendar year less, to the extent that the
Company desires to take such credits, the following:




(a) the amount actually expended for maintenance during such calendar year; and



(b) the Cost or Fair Value, whichever is less, of Permanent Additions acquired during such
calendar year which at the time of taking such credit constitute Available Permanent Additions; and


 


23









 





(c) the unapplied balance, or any part thereof, of the Cost or Fair Value, whichever is less,
of Available Permanent Additions acquired by the Company during the five calendar years preceding
such calendar year and specified in the Officers’ Certificates delivered to the Trustee pursuant to
Section 2 of this Article, but only to the extent that the Permanent Additions with respect to
which such Cost or Fair Value was determined shall at the time of taking such credit constitute
Available Permanent Additions.



SECTION 2. The Company covenants that it will on or before March 1 in each year, beginning
with the first deposit made with the Trustee under the provisions of Section 1 of this Article, as
long as any of the Bonds are outstanding, deliver to the Trustee the following:




(a) An Officers’ Certificate, which shall state:




(i) The amount of the Gross Operating Revenues for the preceding calendar year;




(ii) 9% of such Gross Operating Revenues;




(iii) The amount actually expended by the Company for maintenance during such calendar
year;




(iv) The amount set forth in subparagraph (xii) of each Officers’ Certificate delivered
to the Trustee pursuant to the provisions of this Section during the preceding five calendar
years (specifying each such Officers’ Certificate), after deducting from each such amount
the aggregate of (a) the Cost or Fair Value, whichever is less, of all Permanent Additions
represented by such amount which have ceased to be Available Permanent Additions; and (b)
any part of such amount for which the Company has previously taken credit against any
Maintenance or Improvement Deposit (specifying the Officers’ Certificate in which such
credit was taken); and (c) any part of such amount for which the Company then desires to
take credit against the Maintenance or Improvement Deposit;




(v) An amount which shall be the aggregate of all amounts set forth pursuant to the
provisions of clause (c) of the foregoing subparagraph (iv);


 


24









 






(vi) The Cost or Fair Value, whichever is less, of Available Permanent Additions
acquired by the Company during the preceding calendar year;




(vii) That part of the amount set forth in subparagraph (vi) which the Company desires
to use as a credit against the Maintenance or Improvement Deposit;




(viii) The amount of cash payable to the Trustee under the provisions of Section 1 of
this Article, which shall be the amount by which the amount set forth in subparagraph (ii)
hereof exceeds the sum of the amounts set forth in subparagraphs (iii), (v) and (vii)
hereof;




(ix) The sum of all amounts charged on the books of the Company against any reserve for
retirement or depreciation during the preceding calendar year representing the aggregate of
the Cost when acquired of any part of the Company’s plants and property of the character
described in the granting clauses hereof which has been permanently retired or abandoned;




(x) The aggregate of the amounts set forth in subparagraphs (v) and (vii) hereof;




(xi) The amount by which the amount set forth in subparagraph (x) exceeds the amount
set forth in subparagraph (ix), being the amount required to be deducted from the Cost or
Fair Value of Available Permanent Additions in order to determine a Net Amount of Available
Permanent Additions pursuant to the provisions of Section 9 of Article I of the Original
Indenture;




(xii) The amount set forth in subparagraph (vi) after deducting the amount, if any, set
forth in subparagraph (vii); and




(xiii) That all conditions precedent to the taking of the credit or credits so
requested by the Company have been complied with.



(b) In the event that the Officers’ Certificate delivered to the Trustee pursuant to the
provisions of paragraph (a) of this Section shall state, pursuant to the requirements of
subparagraph (vi), the Cost or Fair Value of Available Permanent Additions acquired by the Company
during the preceding calendar year, the documents specified in paragraphs 2, 3, 5, 6 and 7 of
subdivision (B) of Section 3 of Article IV of the Original Indenture.



(c) An amount in cash equal to the sum set forth in subparagraph (viii) of the Officers’
Certificate provided for in paragraph (a) hereof.


 


25









 





SECTION 3. All cash deposited with the Trustee as part of any Maintenance or Improvement
Deposit provided for in Section 1 of this Article, may, at the option of the Company, be applied to
the purchase of bonds under the provisions of Section 2 of Article X of the Original Indenture or
to the redemption of bonds under the provisions of Section 3 of Article X of the Original Indenture
or may be withdrawn by the Company at any time to reimburse the Company for the cost of a Net
Amount of Available Permanent Additions (excluding, however, from any such Available Permanent
Additions all Permanent Additions included in any
certificate delivered to the Trustee for the purpose of obtaining a credit against any
Maintenance or Improvement Deposit provided for in Section 1 of this Article to the extent that
such Permanent Additions have been used for any such credit). The Trustee shall pay to or upon the
written order of the Company all or any part of such cash upon the receipt by the Trustee of:




(a) A Resolution requesting such payment; and



(b) The documents specified in paragraphs 2, 5, 6 and 7 of subdivision (B) of Section 3 of
Article IV of the Original Indenture, with such modifications, additions and omissions as may be
appropriate in the light of the purposes for which they are used.



ARTICLE III.

Covenants of the Company.




SECTION 1. The Company hereby covenants and agrees with the Trustee, for the benefit of the
Trustee and all the present and future holders of the Bonds, that the Company will pay the
principal of, and premium, if any, and interest on, all bonds issued or to be issued as aforesaid
under and secured by the Original Indenture as hereby supplemented, as well as all bonds which may
be hereafter issued in exchange or substitution therefor, and will perform and fulfill all of the
terms, covenants and conditions of the Original Indenture and of this Forty-third Supplemental
Indenture with respect to the additional bonds to be issued under the Original Indenture as hereby
supplemented.



SECTION 2. The Company covenants and agrees that so long as any of the Bonds are outstanding
(a) the Company will not make any Stock Payment if, after giving effect thereto, its retained
earnings, computed in accordance with generally accepted accounting principles consistently
applied, will be less than the sum of (i) Excluded Earnings, if any, since December 31, 2007, and
(ii) $20,000,000; (b) Stock Payments made more than 40 days after the commencement, and prior to
the expiration, of any Restricted Period shall not exceed 65% of the Company’s Net Income during
such Restricted Period; and (c) the Company will not authorize a Stock Payment if there has
occurred and is continuing an event of default under subsections (a) and (b) of Section 1 of
Article XI of the Original Indenture.




For the purposes of this Section 2 the following terms shall have the following meanings:



“Capitalization” shall mean the sum of (i) the aggregate principal amount of all Debt at the
time outstanding, (ii) the aggregate par or stated value of all capital stock of the Company of all
classes at the time outstanding, (iii) premium on capital stock, (iv) capital surplus, and (v)
retained earnings.



“Debt” means (i) all indebtedness, whether or not represented by bonds, debentures, notes or
other securities, for the repayment of money borrowed, (ii) all deferred indebtedness for the
payment of the purchase price of property or assets purchased (but Debt shall not be deemed to
include customer advances for construction or any bonds issued under the Indenture which are not
Outstanding Bonds), (iii) leases which have been or, in accordance with generally accepted
accounting principles, should be recorded as capital leases and (iv) guarantees
of the obligations of another of the nature described in clauses (i), (ii) or (iii) which have
been or, in accordance with generally accepted accounting principles, should be recorded as debt.


 


26









 





“Determination Date” shall mean the last day of each calendar quarter. Any calculation with
respect to any Determination Date shall be based on the Company’s balance sheet as of such date.




“Excluded Earnings” shall mean 35% of the Company’s Net Income during any Restricted Period.



“Net Income” for any particular Restricted Period shall mean the amount of net income properly
attributable to the conduct of the business of the Company for such period, as determined in
accordance with generally accepted accounting principles consistently applied, after payment of or
provision for taxes on income for such period.



“Outstanding Bonds” shall mean bonds which are outstanding within the meaning indicated in
Section 20 of Article I of the Original Indenture except that, in addition to the bonds referred to
in clauses (a), (b) and (c) of said Section 20, said term shall not include bonds for the
retirement of which sufficient funds have been deposited with the Trustee with irrevocable
instructions to apply such funds to the retirement of such bonds at a specified time, which may be
either the maturity thereof or a specified redemption date, whether or not notice of redemption
shall have been given.



“Restricted Period” shall mean a period commencing on any Determination Date on which the
total Debt of the Company is, or as the result of any Stock Payment then declared or set aside and
to be made thereafter will be, more than 70% of Capitalization, and continuing until the third
consecutive Determination Date on which the total Debt of the Company does not exceed 70% of
Capitalization.



“Stock Payment” shall mean any payment in cash or property (other than stock of the Company)
to any holder of shares of any class of capital stock of the Company as such holder, whether by
dividend or upon the purchase, redemption, conversion or other acquisition of such shares, or
otherwise.



SECTION 3. The Company covenants and agrees that so long as any of the Bonds are outstanding,
neither the Company nor any subsidiary of the Company will, directly or indirectly, lend or in any
manner extend its credit to, or indemnify, or make any donation or capital contribution to, or
purchase any security of, any corporation which directly or indirectly controls the Company, or any
subsidiary or affiliate (other than an affiliate which is a subsidiary of the Company) of any such
corporation.


 


27









 





ARTICLE IV.

The Trustee.




SECTION 1. The Trustee hereby accepts the trust hereby declared and provided, and agrees to
perform the same upon the terms and conditions in the Original Indenture, as supplemented by this
Forty-third Supplemental Indenture.



SECTION 2. Subject to the provisions of Article XIII of the Original Indenture, the Trustee
may execute any of the trusts or powers hereof and perform any of its duties by or through and
consult with attorneys, agents, officers or employees selected by the Trustee in its sole
discretion. The Trustee shall be entitled to advice of counsel concerning all matters of trusts
hereof and the duties hereunder and may in all cases pay such reasonable compensation to all such
attorneys, agents, officers and employees as may reasonably be employed in connection with the
trusts hereof. The Trustee may act or refrain from acting and rely upon and be free from all
liability for so relying upon the opinion or advice of any attorney (who may be the attorney or
attorneys for the Company). The Trustee may act and rely on written opinions of experts employed by
the Trustee and such advice shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by the Trustee hereunder in good faith and in reliance
thereon. The Trustee shall not be responsible for any loss or damage resulting from any action or
non-action in good faith taken in reliance upon such opinion or advice. The Trustee shall not be
bound to confirm, verify or make any investigation into the facts or matters stated in any
financial or other statements, resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order or other paper or document furnished pursuant to the
terms hereof.



SECTION 3. Before the Trustee shall be required to foreclose on, or to take control or
possession of, the real property or leasehold interest (the “Premises”) which may be the subject of
any mortgage or mortgages for which the Trustee is mortgagee in connection with the issuance of the
Bonds, the Trustee shall be indemnified and held harmless by the holders and/or beneficial owners
of the Bonds from and against any and all expense, loss, or liability that may be suffered by the
Trustee in connection with any spill, leak or release which may have occurred on or invaded the
Premises or any contamination by any Hazardous Substance (hereinafter defined), whether caused by
the Company or any other person or entity, including, but not limited to, (1) any and all
reasonable expenses that the Trustee may incur in complying with any of the Environmental Statutes
(hereinafter defined), (2) any and all reasonable costs that the Trustee may incur in studying or
remedying any spill, leak or release which may have occurred on or invaded the Premises or any
contamination, (3) any and all fines or penalties assessed upon the Trustee by reason of such
contamination, (4) any and all loss of value of the Premises or the improvements thereon by reason
of such contamination, and (5) any and all legal fees and costs reasonably incurred by the Trustee
in connection with any of the foregoing. As used in this Section, contamination by any Hazardous
Substance shall include contamination, arising from the presence, creation, production, collection,
treatment, disposal, discharge, release, storage, transport or transfer of any Hazardous Substance
at or from the Premises or any improvements thereon. As used in this Section, the term “Hazardous
Substance” shall mean petroleum hydrocarbons or any substance which (a) constitutes a hazardous
waste or substance under any applicable federal, state or local law, rule, order or regulation now
or hereafter adopted; (b) constitutes a “hazardous substance” as such term is defined under the
Comprehensive Environmental Response, Compensation and Liability Act, as amended (42 U.S.C. §9601
et seq.) and the regulations issued thereunder and any comparable state or local law or
regulation; (c) constitutes a “hazardous waste” under the Resource Conservation and Recovery Act,
(42 U.S.C. §6991) and the regulations issued thereunder and any comparable state or local law or
regulation; (d) constitutes a pollutant, contaminant, chemical or industrial, toxic or hazardous
substance or waste as such terms are defined under Federal Clean Water Act, as amended (33 U.S.C.
§1251 et


 


28









 





seq.), the
Toxic Substances Control Act, as amended (15 U.S.C. §2601 et seq.), or any comparable state or local laws or regulations; (e) exhibits any of the
characteristics enumerated in 40 C.F.R. Sections 261.20 — 261.24, inclusive; (f) those extremely
hazardous substances listed in Section 302 of the Superfund Amendments and Reauthorization Act of
1986 (Public Law 99-499, 100 Stat. 1613) which are present in threshold planning or reportable
quantities as defined under such act; (g) toxic or hazardous chemical substances which are present
in quantities which exceed exposure standards as those terms are defined under Sections 6 and 8 of
the Occupational Safety and Health Act, as amended (29 U.S.C. §§655 and 657 and 29 C.F.R. Part
1910, subpart 2); and (h) any asbestos, petroleum-based products or any Hazardous Substance
contained within or release from any underground or aboveground storage tanks. As used in this
Section, the term “Environmental Statutes” shall mean the statutes, laws, rules, orders and
regulations referred to in (a) through (g) inclusive in the preceding sentence.



ARTICLE V.

Miscellaneous.




SECTION 1. This instrument is executed and shall be construed as an indenture supplemental to
the Original Indenture, and shall form a part thereof, and except as hereby supplemented, the
Original Indenture and the First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth,
Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth,
Nineteenth, Twentieth, Twenty-First, Twenty-Second, Twenty-Third, Twenty-Fourth, Twenty-Fifth,
Twenty-Sixth, Twenty-Seventh, Twenty-Eighth, Twenty-Ninth, Thirtieth, Thirty-First, Thirty-Second,
Thirty-Third, Thirty-Fourth, Thirty-Fifth, Thirty-Sixth, Thirty-Seventh, Thirty-Eighth,
Thirty-Ninth, Fortieth, Forty-first and Forty-second Supplemental Indentures are hereby confirmed.
All references in this Forty-third Supplemental Indenture to the Original Indenture shall be deemed
to refer to the Original Indenture as heretofore amended and supplemented, and all terms used
herein and not specifically defined herein shall be taken to have the same meaning as in the
Original Indenture, as so amended, except in the cases where the context clearly indicates
otherwise.



SECTION 2. Any notices to the Trustee under this Forty-third Supplemental Indenture shall be
delivered to the Trustee by registered or certified mail, hand delivery or other courier or express
delivery service (with receipt confirmed) or by telecopy (with receipt confirmed) at the following
address:




The Bank of New York Mellon Trust Company, N. A.

Global Corporate Trust

1600 Market Street, Suite 1500

Philadelphia, PA 19103

Attention: Philip Newmuis

Phone: 215-640-8455

Fax: 215-9981-0316/0352



Any change in such address or telecopy number may be made by notice to the Company delivered in the
manner set forth above.


 


29









 





SECTION 3. All recitals in this Forty-third Supplemental Indenture are made by the Company
only and not by the Trustee; and all of the provisions contained in the Original Indenture in
respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable
in respect hereof as fully and with like effect as if set forth herein in full.



SECTION 4. Although this Forty-third Supplemental Indenture is dated as of December 1, 2008
for convenience and for the purpose of reference, the actual date or dates of execution hereof by
the Company and the Trustee are as indicated by their respective acknowledgments annexed hereto.



SECTION 5. In order to facilitate the recording or filing of this Forty-third Supplemental
Indenture, the same may be simultaneously executed in several counterparts, each of which shall be
deemed to be an original and such counterparts shall together constitute but one and the same
instrument.



SECTION 6. This Forty-third Supplemental Indenture shall become effective upon delivery to the
Trustee by the Company of the certificates required by Articles IV, VI and VII of the Original
Indenture, which shall occur concurrently with the issuance of the 6.25% Series due 2017 and the
6.75% Series due 2018 on December 18, 2008.


 


30









 





IN WITNESS WHEREOF the parties hereto have caused their corporate seals to be hereunto affixed
and their authorized officers have hereto affixed their signatures, and their authorized officers
have duly attested the execution hereof, as of the day first above written.



	 	 	 	 	 	 	 	 	 
	[CORPORATE SEAL]	 	 	 	AQUA PENNSYLVANIA, INC.,
	 	 	 	 	 	 	as successor by merger to
	 	 	 	 	 	 	Philadelphia Suburban Water Company
	 
	 	 	 	 	 	 	 	 
	Attest:

	 	/s/ Maria Gordiany
	 	 	 	By:
	 	/s/ Stephen Anzaldo
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Treasurer
	 
	 	 	 	 	 	 	 	 
	[CORPORATE SEAL]	 	 	 	THE BANK OF NEW YORK
	 	 	 	 	 	 	MELLON TRUST COMPANY, N. A.,
	 	 	 	 	 	 	as Trustee
	 
	 	 	 	 	 	 	 	 
	Attest:

	 	/s/ Noreen Wichert	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Authorized Officer
	 	 	 	By:
	 	/s/ Philip Newmuis
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Philip Newmuis
	 

	 	 	 	 	 	 	 	Title: Authorized Signer







 


31









 







EXHIBIT A

OUTSTANDING FIRST MORTGAGE BONDS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Interest	 	 	Issue	 	 	Maturity	 	 	Original	 	 	Balance (incl. CP)	 
	Division	 	Structure	 	 	Rate	 	 	Date	 	 	Date	 	 	Amount	 	 	@ 11/10/08	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aqua Pa
	 	Tax Exempt	 	 	5.35	%	 	 	11/01/01	 	 	 	10/01/31	 	 	 	30,000,000	 	 	 	30,000,000	 
	Aqua Pa
	 	Tax Exempt	 	 	5.55	%	 	 	06/01/02	 	 	 	09/01/32	 	 	 	25,000,000	 	 	 	25,000,000	 
	Shenango
	 	Tax Exempt	 	 	6.00	%	 	 	10/01/99	 	 	 	06/01/29	 	 	 	25,000,000	 	 	 	25,000,000	 
	Aqua Pa
	 	Tax Exempt	 	 	6.00	%	 	 	06/28/00	 	 	 	07/01/30	 	 	 	18,360,000	 	 	 	18,360,000	 
	Roaring Creek
	 	Tax Exempt	 	 	5.05	%	 	 	11/30/04	 	 	 	10/01/39	 	 	 	14,000,000	 	 	 	14,000,000	 
	Aqua Pa
	 	Tax Exempt	 	 	3.75	%	 	 	12/31/02	 	 	 	06/01/10	 	 	 	3,200,000	 	 	 	800,000	 
	Aqua Pa
	 	Tax Exempt	 	 	5.15	%	 	 	06/26/02	 	 	 	09/01/32	 	 	 	25,000,000	 	 	 	25,000,000	 
	Aqua Pa
	 	Tax Exempt	 	 	5.00	%	 	 	05/19/05	 	 	 	11/01/36	 	 	 	21,770,000	 	 	 	21,770,000	 
	Aqua Pa
	 	Tax Exempt	 	 	5.00	%	 	 	05/19/05	 	 	 	11/01/37	 	 	 	24,165,000	 	 	 	24,165,000	 
	Aqua Pa
	 	Tax Exempt	 	 	5.00	%	 	 	05/19/05	 	 	 	11/01/38	 	 	 	25,375,000	 	 	 	25,375,000	 
	Aqua Pa
	 	Tax Exempt	 	 	5.00	%	 	 	12/28/06	 	 	 	02/01/35	 	 	 	24,675,000	 	 	 	24,675,000	 
	Aqua Pa
	 	Tax Exempt	 	 	5.00	%	 	 	01/16/07	 	 	 	02/01/40	 	 	 	23,915,000	 	 	 	23,915,000	 
	Aqua Pa
	 	Tax Exempt	 	 	5.00	%	 	 	01/16/07	 	 	 	02/01/41	 	 	 	23,915,000	 	 	 	23,915,000	 
	Aqua Pa
	 	Tax Exempt	 	 	5.25	%	 	 	12/20/07	 	 	 	07/01/42	 	 	 	24,830,000	 	 	 	24,830,000	 
	Aqua Pa
	 	Tax Exempt	 	 	5.25	%	 	 	12/20/07	 	 	 	07/01/43	 	 	 	24,830,000	 	 	 	24,830,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	334,035,000	 	 	 	331,635,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aqua Pa
	 	Taxable	 	 	5.93	%	 	 	06/26/02	 	 	 	07/01/12	 	 	 	25,000,000	 	 	 	25,000,000	 
	Aqua Pa
	 	Taxable	 	 	6.21	%	 	 	10/25/01	 	 	 	11/01/11	 	 	 	15,000,000	 	 	 	15,000,000	 
	Aqua Pa
	 	Taxable	 	 	6.89	%	 	 	12/19/95	 	 	 	12/15/15	 	 	 	12,000,000	 	 	 	12,000,000	 
	Aqua Pa
	 	Taxable	 	 	7.72	%	 	 	05/19/95	 	 	 	05/15/25	 	 	 	15,000,000	 	 	 	15,000,000	 
	Shenango
	 	Taxable	 	 	8.14	%	 	 	11/01/95	 	 	 	11/01/25	 	 	 	4,000,000	 	 	 	4,000,000	 
	Susquehanna
	 	Taxable	 	 	8.26	%	 	 	11/01/92	 	 	 	11/01/22	 	 	 	1,500,000	 	 	 	1,500,000	 
	Shenango
	 	Taxable	 	 	8.32	%	 	 	11/01/92	 	 	 	11/01/22	 	 	 	3,500,000	 	 	 	3,500,000	 
	Aqua Pa
	 	Taxable	 	 	9.12	%	 	 	01/12/90	 	 	 	01/15/10	 	 	 	20,000,000	 	 	 	20,000,000	 
	Aqua Pa
	 	Taxable	 	 	9.17	%	 	 	11/01/91	 	 	 	09/15/21	 	 	 	8,000,000	 	 	 	5,200,000	 
	Aqua Pa
	 	Taxable	 	 	9.17	%	 	 	11/01/91	 	 	 	09/15/11	 	 	 	5,000,000	 	 	 	5,000,000	 
	Aqua Pa
	 	Taxable	 	 	9.29	%	 	 	11/01/91	 	 	 	09/15/26	 	 	 	12,000,000	 	 	 	12,000,000	 
	Roaring Creek
	 	Taxable	 	 	9.53	%	 	 	12/15/89	 	 	 	12/15/19	 	 	 	4,000,000	 	 	 	4,000,000	 
	Aqua Pa
	 	Taxable	 	 	9.93	%	 	 	06/01/88	 	 	 	06/01/13	 	 	 	5,000,000	 	 	 	5,000,000	 
	Aqua Pa
	 	Taxable	 	 	9.97	%	 	 	06/01/88	 	 	 	06/01/18	 	 	 	5,000,000	 	 	 	5,000,000	 
	Aqua Pa
	 	Taxable	 	 	5.08	%	 	 	05/10/04	 	 	 	05/15/15	 	 	 	20,000,000	 	 	 	20,000,000	 
	Aqua Pa
	 	Taxable	 	 	5.17	%	 	 	05/10/04	 	 	 	05/10/17	 	 	 	7,000,000	 	 	 	7,000,000	 
	Aqua Pa
	 	Taxable	 	 	5.751	%	 	 	05/10/04	 	 	 	05/15/19	 	 	 	15,000,000	 	 	 	15,000,000	 
	Aqua Pa
	 	Taxable	 	 	5.751	%	 	 	05/10/04	 	 	 	05/15/19	 	 	 	5,000,000	 	 	 	5,000,000	 
	Aqua Pa
	 	Taxable	 	 	6.06	%	 	 	05/10/04	 	 	 	05/10/27	 	 	 	15,000,000	 	 	 	15,000,000	 
	Aqua Pa
	 	Taxable	 	 	6.06	%	 	 	05/10/04	 	 	 	05/15/27	 	 	 	5,000,000	 	 	 	5,000,000	 
	Aqua Pa
	 	Taxable	 	 	5.98	%	 	 	05/10/04	 	 	 	05/15/28	 	 	 	3,000,000	 	 	 	3,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	205,000,000	 	 	 	202,200,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TOTAL FIRST MORTGAGE BONDS	 	 	539,035,000	 	 	 	533,835,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 


32









 







EXHIBIT B


RECORDING INFORMATION




BUCKS, CHESTER, DELAWARE AND MONTGOMERY COUNTIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Date of	 	 	Bucks	 	 	Chester	 	 	Delaware	 	 	Montgomery	 
	Indenture	 	Recording	 	 	Book	 	 	Page	 	 	Book	 	 	Page	 	 	Book	 	 	Page	 	 	Book	 	 	Page	 
	Original
	 	 	2/20/41	 	 	 	496	 	 	 	1	 	 	H-13.Vol.307	 	 	20	 	 	 	1034	 	 	 	1	 	 	 	1625	 	 	 	1	 
	First Supplemental
	 	 	8/26/48	 	 	 	632	 	 	 	1	 	 	F-16.Vol.380	 	 	200	 	 	 	1668	 	 	 	169	 	 	 	2031	 	 	 	257	 
	Second Supplemental
	 	 	7/1/52	 	 	 	768	 	 	 	438	 	 	18.Vol.425	 	 	186	 	 	 	1962	 	 	 	376	 	 	 	2360	 	 	 	517	 
	Third Supplemental
	 	 	11/25/53	 	 	 	895	 	 	 	1	 	 	18.Vol.442	 	 	325	 	 	 	2052	 	 	 	1	 	 	 	2493	 	 	 	1	 
	Fourth Supplemental
	 	 	1/9/56	 	 	 	1089	 	 	 	155	 	 	Z-20.Vol.499	 	 	1	 	 	 	2199	 	 	 	1	 	 	 	2722	 	 	 	425	 
	Fifth Supplemental
	 	 	3/20/57	 	 	 	1181	 	 	 	316	 	 	B-22.Vol.536	 	 	601	 	 	 	2294	 	 	 	50	 	 	 	2850	 	 	 	335	 
	Sixth Supplemental
	 	 	5/9/58	 	 	 	1254	 	 	 	1	 	 	 	G-23	 	 	 	201	 	 	 	2380	 	 	 	039	 	 	 	2952	 	 	 	289	 
	Seventh Supplemental
	 	 	9/25/59	 	 	 	1332	 	 	 	509	 	 	 	B-25	 	 	 	109	 	 	 	2442	 	 	 	1	 	 	 	3090	 	 	 	249	 
	Eighth Supplemental
	 	 	5/9/61	 	 	 	—	 	 	 	—	 	 	 	Z-26	 	 	 	17	 	 	 	2526	 	 	 	312	 	 	 	—	 	 	 	—	 
	Eighth Supplemental
	 	 	5/10/61	 	 	 	1409	 	 	 	225	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3249	 	 	 	289	 
	Ninth Supplemental
	 	 	4/10/62	 	 	 	1458	 	 	 	372	 	 	 	G-28	 	 	 	126	 	 	 	2581	 	 	 	463	 	 	 	3307	 	 	 	169	 
	Tenth Supplemental
	 	 	3/19/64	 	 	 	1568	 	 	 	1	 	 	 	M-30	 	 	 	967	 	 	 	2976	 	 	 	1043	 	 	 	3310	 	 	 	237	 
	Eleventh Supplemental
	 	 	11/4/66	 	 	 	1655	 	 	 	695	 	 	 	Q-32	 	 	 	6682	 	 	 	762	 	 	 	223	 	 	 	3549	 	 	 	129	 
	Twelfth Supplemental
	 	 	1/23/68	 	 	 	1691	 	 	 	531	 	 	 	N-33	 	 	 	219	 	 	 	2792	 	 	 	708	 	 	 	3542	 	 	 	315	 
	Thirteenth Supplemental
	 	 	7/2/70	 	 	 	1763	 	 	 	1167	 	 	 	D-35	 	 	 	80	 	 	 	2850	 	 	 	301	 	 	 	3687	 	 	 	23	 
	Fourteenth Supplemental
	 	 	11/5/70	 	 	 	1774	 	 	 	331	 	 	 	K-35	 	 	 	713	 	 	 	2858	 	 	 	3113	 	 	 	700	 	 	 	548	 
	Fifteenth Supplemental
	 	 	12/11/72	 	 	 	1869	 	 	 	196	 	 	 	O-37	 	 	 	998	 	 	 	2926	 	 	 	550	 	 	 	3786	 	 	 	96	 
	Sixteenth Supplemental
	 	 	5/28/75	 	 	 	1979	 	 	 	14	 	 	 	E-44	 	 	 	77	 	 	 	3005	 	 	 	511	 	 	 	4010	 	 	 	307	 
	Seventeenth Supplemental
	 	 	12/18/77	 	 	 	2072	 	 	 	683	 	 	 	L-51	 	 	 	1	 	 	 	3072	 	 	 	43	 	 	 	5002	 	 	 	436	 






 


33









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Date of	 	 	Bucks	 	 	Chester	 	 	Delaware	 	 	Montgomery	 
	Indenture	 	Recording	 	 	Book	 	 	Page	 	 	Book	 	 	Page	 	 	Book	 	 	Page	 	 	Book	 	 	Page	 
	Eighteenth Supplemental
	 	 	4/29/77	 	 	 	2082	 	 	 	567	 	 	 	B-52	 	 	 	344	 	 	 	3078	 	 	 	728	 	 	 	5003	 	 	 	291	 
	Nineteenth Supplemental
	 	 	6/23/80	 	 	 	2303	 	 	 	714	 	 	 	J-62	 	 	 	92	 	 	 	3261	 	 	 	293	 	 	 	5030	 	 	 	502	 
	Twentieth Supplemental
	 	 	8/2/83	 	 	 	2487	 	 	 	370	 	 	 	D-72	 	 	 	1	 	 	 	96	 	 	 	810	 	 	 	5662	 	 	 	1045	 
	Twenty-First Supplemental
	 	 	8/27/85	 	 	 	2690	 	 	 	806	 	 	 	54	 	 	 	550	 	 	 	—	 	 	 	—	 	 	 	5864	 	 	 	1347	 
	Twenty-First Supplemental
	 	 	8/28/85	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	264	 	 	 	159	 	 	 	—	 	 	 	—	 
	Twenty-Second Supplemental
	 	 	4/22/86	 	 	 	2774	 	 	 	160	 	 	 	263	 	 	 	275	 	 	 	326	 	 	 	592	 	 	 	5944	 	 	 	360	 
	Twenty-Third Supplemental
	 	 	4/1/87	 	 	 	2960	 	 	 	693	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	Twenty-Third Supplemental
	 	 	4/2/87	 	 	 	—	 	 	 	—	 	 	 	680	 	 	 	337	 	 	 	447	 	 	 	1807	 	 	 	6115	 	 	 	602	 
	Twenty-Fourth Supplemental
	 	 	7/25/88	 	 	 	3199	 	 	 	1095	 	 	 	1224	 	 	 	389	 	 	 	0593	 	 	 	0585	 	 	 	6324	 	 	 	143	 
	Twenty-Fifth Supplemental
	 	 	1/12/90	 	 	 	0136	 	 	 	0250	 	 	 	1848	 	 	 	205	 	 	 	731	 	 	 	1571	 	 	 	6538	 	 	 	376	 
	Twenty-Sixth Supplemental
	 	 	11/8/91	 	 	 	369	 	 	 	2190	 	 	 	2660	 	 	 	205	 	 	 	894	 	 	 	2241	 	 	 	6780	 	 	 	891	 
	Twenty-Seventh Supplemental
	 	 	6/29/92	 	 	 	0487	 	 	 	1829	 	 	 	3055	 	 	 	182	 	 	 	0969	 	 	 	2023	 	 	 	6918	 	 	 	302	 
	Twenty-Eighth Supplemental
	 	 	4/22/93	 	 	 	0652	 	 	 	1335	 	 	 	3542	 	 	 	1542	 	 	 	1081	 	 	 	0852	 	 	 	7112	 	 	 	0539	 
	Twenty-Ninth Supplemental
	 	 	3/30/95	 	 	 	1045	 	 	 	1872	 	 	 	3875	 	 	 	1368	 	 	 	1349	 	 	 	0829	 	 	 	7561	 	 	 	1155	 
	Thirtieth Supplemental
	 	 	8/30/95	 	 	 	1111	 	 	 	0798	 	 	 	3932	 	 	 	0471	 	 	 	1393	 	 	 	2255	 	 	 	7631	 	 	 	0689	 
	Thirty-First Supplemental
	 	 	7/11/97	 	 	 	1421	 	 	 	2196	 	 	 	4201	 	 	 	2133	 	 	 	1607	 	 	 	138	 	 	 	7968	 	 	 	779	 
	Thirty-Second Supplemental
	 	 	10/6/99	 	 	 	1939	 	 	 	421	 	 	 	4646	 	 	 	642	 	 	 	1936	 	 	 	1207	 	 	 	8548	 	 	 	1067	 
	Thirty-Third Supplemental
	 	 	11/30/99	 	 	 	1970	 	 	 	1573	 	 	 	4675	 	 	 	1272	 	 	 	1936	 	 	 	1207	 	 	 	85898	 	 	 	317	 






 


34









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Date of	 	 	Bucks	 	 	Chester	 	 	Delaware	 	 	Montgomery	 
	Indenture	 	Recording	 	 	Book	 	 	Page	 	 	Book	 	 	Page	 	 	Book	 	 	Page	 	 	Book	 	 	Page	 
	Thirty-Fourth Supplemental
	 	 	10/31/01	 	 	 	2471	 	 	 	1207	 	 	 	5101	 	 	 	2142	 	 	 	2288	 	 	 	0174	 	 	 	9225	 	 	 	761	 
	Thirty-Fifth Supplemental
	 	 	1/10/02	 	 	 	2541	 	 	 	765	 	 	 	5152	 	 	 	818	 	 	 	2329	 	 	 	1019	 	 	 	9314	 	 	 	1079	 
	Thirty-Sixth Supplemental
	 	 	6/5/02	 	 	 	2731	 	 	 	1881	 	 	 	5296	 	 	 	356	 	 	 	2448	 	 	 	1862	 	 	 	9593	 	 	 	1416	 
	Thirty-Seventh
Supplemental
	 	 	12/27/02	 	 	 	3036	 	 	 	1425	 	 	 	12/31/02 B-5514	 	 	 	1552	 	 	 	12/31/02 02631	 	 	 	0294	 	 	 	12/30/02 10018	 	 	 	0204	 
	Thirty-Eighth Supplemental
	 	 	11/9/04	 	 	 	4196	 	 	 	1557	 	 	 	11/23/04 B-6342	 	 	 	800	 	 	 	11/22/04 B-3348	 	 	 	1698	 	 	 	11/22/04 B-00020	 	 	 	0237	 
	Thirty-Ninth Supplemental
	 	 	5/18/05	 	 	 	4441	 	 	 	1471 #2005066104	 	 	 	5/19/05 6496	 	 	 	1375 #10534807	 	 	 	03487	 	 	 	0939 32005044507	 	 	 	0020	 	 	 	0688 2005069126	 
	Fortieth Supplemental
	 	 	12/27/05	 	 	 	4768	 	 	 	1853	 	 	 	12/23/05 6720	 	 	 	897 #10608829	 	 	 	12/23/05 03687	 	 	 	2206 #2005123053	 	 	 	12/29/05 11689	 	 	 	1156	 
	Forty-first Supplemental
	 	 	1/11/07	 	 	 	5250	 	 	 	1290 #2007004610	 	 	 	1/12/07 7058	 	 	 	820 #10720615	 	 	 	1/11/07 04002	 	 	 	2257	 	 	 	1/30/07 0225	 	 	 	00329 #2007005061	 
	Forty-second Supplemental
	 	 	12/13/07	 	 	 	 	 	 	 	#2007119080	 	 	 	12/13/07 7326	 	 	 	2091 #10809606	 	 	 	12/13/07 04262	 	 	 	1166 #2007105884	 	 	 	12/17/07 12287	 	 	 	02498-02544 #2007147147	 






 


35









 





BERKS COUNTY




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Indenture	 	Date of Recording	 	 	Book	 	 	Page	 
	Original
	 	 	8/16/99	 	 	 	3113	 	 	 	707	 
	Thirty-Second Supplemental
	 	 	10/6/99	 	 	 	3132	 	 	 	1510	 
	Thirty-Third Supplemental
	 	 	11/30/99	 	 	 	3149	 	 	 	1260	 
	Thirty-Fourth Supplemental
	 	 	10/31/01	 	 	 	3421	 	 	 	896	 
	Thirty-Fifth Supplemental
	 	 	1/10/02	 	 	 	3461	 	 	 	417	 
	Thirty-Sixth Supplemental
	 	 	6/4/02	 	 	 	3544	 	 	 	1357	 
	Thirty-Seventh Supplemental
	 	 	12/30/02	 	 	 	3664	 	 	 	0001	 
	Thirty-Eighth Supplemental
	 	 	11/30/04	 	 	 	4197	 	 	 	988	 
	Thirty-Ninth Supplemental
	 	 	5/18/05	 	 	 	04583	 	 	 	1017	 
	Fortieth Supplemental
	 	 	02/09/06	 	 	 	04782	 	 	 	1916	 
	Forty-first Supplemental
	 	 	1/11/07	 	 	 	05054	 	 	 	0013	 
	Forty-second Supplemental
	 	 	12/13/07	 	 	 	05272	 	 	 	1398 #2007073573	 






 


36









 





BRADFORD, COLUMBIA, LAWRENCE, MERCER, NORTHUMBERLAND, PIKE, SCHUYLKILL AND WAYNE COUNTIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BRADFORD	 	 	COLUMBIA	 	 	LAWRENCE	 	 	MERCER	 
	 	 	Date of	 	 	Instrument	 	 	Date of	 	 	Instrument	 	 	Date of	 	 	 	 	 	 	 	 	 	 	Date of	 	 	 	 
	Indenture	 	Recording	 	 	No.	 	 	Recording	 	 	No.	 	 	Recording	 	 	Book	 	 	Page	 	 	Recording	 	 	Instrument No.	 
	Thirty-Fifth Supplemental
	 	 	12/21/01	 	 	 	200115497	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1688	 	 	 	744	 	 	 	 	 	 	 	 	 
	Thirty-Sixth Supplemental
	 	 	07/04/02	 	 	 	200207151	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Thirty-Seventh Supplemental
	 	 	12/30/02	 	 	 	200216472	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Thirty-Eighth Supplemental
	 	 	11/22/04	 	 	 	200415112	 	 	 	11/30/04	 	 	 	200413567	 	 	 	11/24/04	 	 	 	1992	 	 	 	0291	 	 	 	11/24/04	 	 	 	2004020435	 
	Thirty-Ninth Supplemental
	 	 	5/16/05	 	 	 	200504827	 	 	 	5/18/05	 	 	 	200505042	 	 	 	5/16/2005	 	 	 	2032	 	 	 	200 #005488	 	 	 	5/13/05	 	 	 	2005-7340	 
	Fortieth Supplemental
	 	 	12/23/05	 	 	 	200594992	 	 	 	12/23/05	 	 	 	200513981	 	 	 	12/27/05	 	 	 	2088	 	 	 	0934 #015325	 	 	 	12/27/05	 	 	 	2005-00020320	 
	Forty-first Supplemental
	 	 	1/12/07	 	 	 	200700440	 	 	 	1/17/07	 	 	 	200700636	 	 	 	1/11/07	 	 	 	2007	 	 	 	000466	 	 	 	1/12/07	 	 	 	2007- 00000583	 
	Forty-second Supplemental
	 	 	12/18/07	 	 	 	200714762	 	 	 	12/20/07	 	 	 	200712896	 	 	 	12/17/07	 	 	 	2007	 	 	 	013275	 	 	 	12/14/07	 	 	 	2007 00016849	 






 


37









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	NORTHUMBERLAND	 	 	PIKE	 	 	SCHUYLKILL	 	 	WAYNE	 
	 	 	Date of	 	 	 	 	 	 	 	 	 	 	Date of	 	 	 	 	 	 	 	 	 	 	Date of	 	 	 	 	 	 	 	 	 	 	Date of	 	 	 	 	 	 	 
	Indenture	 	Rec.	 	 	Book	 	 	Page	 	 	Rec.	 	 	Book	 	 	Page	 	 	Rec.	 	 	Book	 	 	Page	 	 	Rec.	 	 	Book	 	 	Page	 
	Thirty-Fifth Supplemental
	 	 	 	 	 	 	1404	 	 	 	246	 	 	 	 	 	 	 	1909	 	 	 	2328	 	 	 	 	 	 	 	1413	 	 	 	1	 	 	 	 	 	 	 	1911	 	 	 	1	 
	Thirty-Sixth Supplemental
	 	 	 	 	 	 	1445	 	 	 	028	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1584	 	 	 	0259	 	 	 	 	 	 	 	 	 	 	 	 	 
	Thirty-Seventh Supplemental
	 	 	12/30/02	 	 	 	1500	 	 	 	911	 	 	 	12/30/02	 	 	 	1959	 	 	 	2447	 	 	 	12/27/02	 	 	 	2022	 	 	 	1006	 	 	 	12/30/02	 	 	 	2136	 	 	 	148	 
	Thirty-Eighth Supplemental
	 	 	11/22/04	 	 	 	1714	 	 	 	748	 	 	 	11/23/04	 	 	 	2081	 	 	 	1757	 	 	 	11/24/04	 	 	 	2126	 	 	 	569	 	 	 	11/23/04	 	 	 	2658	 	 	 	252	 
	Thirty-Ninth Supplemental
	 	 	5/18/05	 	 	 	1761	 	 	 	50 #200509076	 	 	 	5/17/05	 	 	 	2109	 	 	 	2201 #200500008491	 	 	 	5/18/05	 	 	 	2150	 	 	 	1871-1919 #200500010263	 	 	 	5/16/05	 	 	Vol. 2769	 	 	1 #200500004960	 
	Fortieth Supplemental
	 	 	12/2705	 	 	 	1828	 	 	 	571	 	 	 	12/27/05	 	 	 	2151	 	 	 	1334	 	 	 	12/23/05	 	 	 	2184	 	 	 	875	 	 	 	12/27/05	 	 	 	2944	 	 	 	243	 
	Forty-first Supplemental
	 	 	1/11/07	 	 	 	1933	 	 	 	634 #200700696	 	 	 	1/12/07	 	 	 	2214	 	 	 	472-515 #200700000749	 	 	 	1/11/07	 	 	 	2238	 	 	 	798-840 #200700000686	 	 	 	1/16/07	 	 	 	3216	 	 	 	229-272 #200700000492	 
	Forty-second Supplemental
	 	 	12/17/07	 	 	 	2024	 	 	 	953 #200721572	 	 	 	12/19/07	 	 	 	2261	 	 	 	175 #200700018937	 	 	 	12/18/07	 	 	 	2285	 	 	 	473 #200700022991	 	 	 	12/18/07	 	 	 	3433	 	 	 	1 #200700013194	 





 


38









 





ADAMS, CARBON, CUMBERLAND, FOREST, JUNIATA, LACKAWANNA, LUZERNE, MONROE, NORTHAMPTION, SNYDER, SUSQUEHANNA AND WYOMING COUNTIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	ADAMS	 	 	CARBON	 	 	CUMBERLAND	 	 	FOREST	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Date of	 	 	 	 	 	 	 	 	 	 	of	 	 	 	 	 	 	 	 	 	 	Date of	 	 	 	 	 	 	 	 	 	 	Date of	 	 	 	 	 	 	 
	Indenture	 	Rec.	 	 	Book	 	 	Page	 	 	Rec.	 	 	Book	 	 	Page	 	 	Rec.	 	 	Book	 	 	Page	 	 	Rec.	 	 	Book	 	 	Page	 
	Thirty-Eighth Supplemental
	 	 	11/23/04	 	 	 	3781	 	 	 	1	 	 	 	11/30/04	 	 	 	200416309	 	 	 	 	 	 	 	11/22/04	 	 	 	2004047145	 	 	 	 	 	 	 	11/29/04	 	 	 	231	 	 	 	306	 
	Thirty-Ninth Supplemental
	 	 	5/19/05	 	 	 	3970	 	 	 	54	 	 	 	5/18/05	 	 	 	1330	 	 	 	689 #200505926	 	 	 	5/13/05	 	 	 	1907	 	 	 	0247	 	 	 	5/16/05	 	 	 	234	 	 	 	345 #478	 
	Fortieth Supplemental
	 	 	12/28/05	 	 	 	4261	 	 	 	162	 	 	 	12/27/05	 	 	 	1408	 	 	 	576	 	 	 	12/27/05	 	 	 	1935	 	 	 	3233	 	 	 	12/27/05	 	 	 	0238	 	 	 	0304	 
	Forty-first Supplemental
	 	 	1/11/07	 	 	 	4707	 	 	 	2081 #2007000007	 	 	 	1/12/07	 	 	 	1540	 	 	 	548 #200700596	 	 	 	1/11/07	 	 	 	1979	 	 	 	0482	 	 	 	1/09/07	 	 	 	0244	 	 	 	0362 #2007000022	 
	Forty-second Supplemental
	 	 	12/17/07	 	 	 	5062	 	 	 	223 200700023048	 	 	 	12/18/07	 	 	 	1650	 	 	 	261 #200715671	 	 	 	12/14/07	 	 	 	200746336	 	 	 	 	 	 	 	12/18/07	 	 	 	250	 	 	 	219 #2007-1339	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	JUNIATA	 	 	LACKAWANNA	 	 	LUZERNE	 	 	MONROE	 
	 	 	Date of	 	 	 	 	 	 	 	 	 	 	Date of	 	 	 	 	 	 	 	 	 	 	Date of	 	 	 	 	 	 	 	 	 	 	Date of	 	 	 	 	 	 	 
	Indenture	 	Rec.	 	 	Book	 	 	Page	 	 	Rec.	 	 	Book	 	 	Page	 	 	Rec.	 	 	Book	 	 	Page	 	 	Recording	 	 	Book	 	 	Page	 
	Thirty-Eighth Supplemental
	 	 	11/22/04	 	 	 	345	 	 	 	1047	 	 	 	11/29/04	 	 	 	#200441665	 	 	 	 	 	 	 	11/23/04	 	 	 	3004	 	 	 	294775	 	 	 	11/24/04	 	 	 	2208	 	 	 	7674	 
	Thirty-Ninth Supplemental
	 	 	5/13/05	 	 	 	354	 	 	 	0049

#2005-1512	 	 	 	5/16/05	 	 	 	#200512642	 	 	 	 	 	 	 	5/17/05	 	 	 	3005	 	 	 	117727

#5637329	 	 	 	5/18/05	 	 	 	2225	 	 	 	8444

#200521128	 
	Fortieth Supplemental
	 	 	12/22/05	 	 	 	0365	 	 	 	1028	 	 	 	12/23/05	 	 	 	#20536270	 	 	 	 	 	 	 	12/28/05	 	 	 	3005	 	 	 	349088

#5677739	 	 	 	12/27/05	 	 	 	2252	 	 	 	9105

#200560314	 
	Forty-first Supplemental
	 	 	1/09/07	 	 	 	385	 	 	 	0188	 	 	 	1/12/07	 	 	 	#200701277	 	 	 	 	 	 	 	1/16/07	 	 	 	3007	 	 	 	13425	 	 	 	11/06/07	 	 	 	2320	 	 	 	4708	 
	Supplemental
	 	 	12/13/07	 	 	 	401	 	 	 	0847

#20073981	 	 	 	12/17/07	 	 	 	#200734133	 	 	 	 	 	 	 	12/17/07	 	 	 	3007	 	 	 	328532

#5799531	 	 	 	12/17/07	 	 	 	2323	 	 	 	4362

#200745976	 





 


39









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	NORTHAMPTON	 	 	SNYDER	 	 	SUSQUEHANNA	 	 	WYOMING	 
	 	 	Date of	 	 	 	 	 	 	 	 	 	 	Date of	 	 	 	 	 	 	 	 	 	 	Date of	 	 	 	 	 	 	 	 	 	 	Date of	 	 	 	 	 	 	 
	Indenture	 	Rec.	 	 	Book	 	 	Page	 	 	Rec.	 	 	Book	 	 	Page	 	 	Rec.	 	 	Book	 	 	Page	 	 	Rec.	 	 	Book	 	 	Page	 
	Thirty-Eighth Supplemental
	 	 	11/22/04	 	 	 	2004-1	 	 	 	452932	 	 	 	11/24/04	 	 	 	631	 	 	 	0001	 	 	 	11/24/04	 	 	 	200411624	 	 	 	 	 	 	 	11/24/04	 	 	 	0513	 	 	 	0774	 
	Thirty-Ninth Supplemental
	 	 	5/17/05	 	 	 	2005-1	 	 	 	182906 #2005026917	 	 	 	5/17/05	 	 	 	650	 	 	 	135 #2005028880	 	 	 	5/16/05	 	 	 	#200504384	 	 	 	 	 	 	 	5/18/05	 	 	 	0522	 	 	 	1289	 
	Fortieth Supplemental
	 	 	12/23/05	 	 	 	2005-1	 	 	 	521563	 	 	 	12/27/05	 	 	 	677	 	 	 	684	 	 	 	12/22/05	 	 	Instrument #200512620	 	 	n/a	 	 	 	12/22/05	 	 	 	0536

#2005004922	 	 	 	0748	 
	Forty-first Supplemental
	 	 	1/19/07	 	 	 	2007-1	 	 	 	25009 #2007003204	 	 	 	1/11/07	 	 	 	724	 	 	 	734 #200700240	 	 	 	1/10/07	 	 	 	#200700387	 	 	 	 	 	 	 	1/10/07	 	 	 	0558	 	 	 	0959	 
	Forty-second Supplemental
	 	 	12/17/07	 	 	 	2007-1	 	 	 	446608 #2007057981	 	 	 	12/18/07	 	 	 	763	 	 	 	178 #200707447	 	 	 	12/17/07	 	 	 	#200713519	 	 	 	 	 	 	 	12/18/07	 	 	 	#2007-5154	 	 	 	 	 






LEHIGH AND CRAWFORD COUNTIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LEHIGH	 	 	CRAWFORD	 
	 	 	Date of	 	 	 	 	 	 	 	 	 	 	Date of	 	 	 	 	 	 	 
	Indenture	 	Rec.	 	 	Book	 	 	Page	 	 	Rec.	 	 	Book	 	 	Page	 
	Forty-first Supplemental
	 	 	1/10/07	 	 	 	7390692	 	 	 	 	 	 	 	1/11/07	 	 	 	856	 	 	 	177 #200700000444	 
	Forty-second Supplemental
	 	 	12/14/07	 	 	 	7455854	 	 	 	 	 	 	 	12/14/07	 	 	 	905	 	 	 	577 #200700015228	 







 


40









 







EXHIBIT C




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Company’s	 	 	 	 	 	 	 	 
	County and	 	Real Estate	 	Date of	 	 	 	Recorded	 	Tax Parcel
	Grantor	 	Index No.	 	Deed	 	Book	 	Page	 	I.D. Number
	 

	 	 
	 	 
	 	 
	 	 
	 	 






NONE



 


41









 





The Bank of New York Mellon Trust Company, N. A., Mortgagee and Trustee named in the foregoing
Forty-third Supplemental Indenture, hereby certifies that its precise name and the post office
address are as follows:




The Bank of New York Mellon Trust Company, N. A.

Global Corporate Trust

1600 Market Street, Suite 1500

Philadelphia, PA 19103

Attention: Philip Newmuis

Telephone: 215-640-8455

Fax: 215-981-0316/0352



	 	 	 	 	 
	 	THE BANK OF NEW YORK

MELLON TRUST COMPANY, N. A.,

as Trustee

 	 
	 	By:  	/s/ Philip Newmuis
 	 
	 	 	Name:  	Philip Newmuis 	 
	 	 	Title:  	Authorized Signer 	 



 


42









 





COMMONWEALTH OF PENNSYLVANIA




COUNTY OF MONTGOMERY




On the 3rd day of December, 2008, before me, the Subscriber, a Notary Public for the
Commonwealth of Pennsylvania, personally appeared Stephen Anzaldo, who acknowledged himself to be
the Treasurer of Aqua Pennsylvania, Inc., a corporation, and that he as such Treasurer, being
authorized to do so, executed the foregoing Forty-third Supplemental Indenture as and for the act
and deed of said corporation and for the uses and purposes therein mentioned, by signing the name
of the corporation by himself as such officer.




In Witness Whereof I hereunto set my hand and official seal.



[NOTARIAL SEAL]




	 	 	 	 	 
	 	 	 
	 	     /s/ Lisa Piotrowski
 	 



 


43









 





	 	 	 	 	 



COMMONWEALTH OF PENNSYLVANIA




COUNTY OF PHILADELPHIA





On the 2nd day of December, 2008 before me, the Subscriber, a Notary Public for the
Commonwealth of Pennsylvania, personally appeared Philip Newmuis, who acknowledged himself to be an
Authorized Signer of The Bank of New York Mellon Trust Company, N.A., a national banking
association, and that he as such Authorized Signer, being authorized to do so, executed the
foregoing Forty-third Supplemental Indenture as and for the act and deed of said national banking
association and for the uses and purposes therein mentioned by signing the name of said national
banking association by himself as such officer.




In Witness Whereof I hereunto set my hand and official seal.



[NOTARIAL SEAL]




	 	 	 	 	 
	 	 	 
	 	/s/ Sabrina Moore
 	 




 


44