Exhibit 4.5


 


EXECUTION VERSION





 


AQUA AMERICA, INC.


AND


U.S. BANK N.A.,


as Trustee


FIRST SUPPLEMENTAL INDENTURE


April 23, 2019


Senior Securities


FIRST SUPPLEMENTAL
INDENTURE, dated as of April 23, 2019 (this “Supplemental Indenture”), between Aqua America, Inc., a Pennsylvania
corporation (the “Company”), and U.S. Bank N.A., as trustee (the “Trustee”), to the Indenture,
dated as of April 23, 2019 (the “Base Indenture”), between the Company and the Trustee.


WHEREAS, Section 9.01(5)
of the Base Indenture provides that, without the consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more supplemental indentures to, among other things, add
to, change or eliminate any of the provisions of the Base Indenture in respect of one or more series of Securities, provided that
such addition, change or elimination shall become effective only when there is no such Security Outstanding;


WHEREAS, as of the
date of this Supplemental Indenture, no Securities are Outstanding under the Base Indenture;


WHEREAS, the Board
of Directors of the Company by resolutions adopted on April 14, 2019 has duly authorized, on behalf of the Company, this Supplemental
Indenture;


WHEREAS, in connection
with the execution and delivery of this Supplemental Indenture, the Trustee has received an Opinion of Counsel as contemplated
by Section 9.03 of the Base Indenture; and


WHEREAS, the Company
has requested that the Trustee execute and deliver this Supplemental Indenture and has satisfied all requirements necessary to
make this Supplemental Indenture a valid instrument in accordance with its terms.


WITNESSETH:


NOW THEREFORE, each
party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders:


ARTICLE
I



AMENDMENT TO THE base INDENTURE






    	 	 	 



     


    

Section
1.1.                
Section 1.12 of the Base Indenture is hereby amended and restated in full to read as follows:


“Section 1.12. Governing
Law. This Indenture and the Securities shall be governed by, and construed in accordance with, the law of the State
of New York.”


 


Section
1.2.                
Article XVI of the Base Indenture is hereby amended to include the following:


“Section 16.02. WAIVER
OF JURY TRIAL. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.”


 


ARTICLE
II



MISCELLANEOUS


Section
2.1.                
Operativeness of Amendment. This Supplemental Indenture will become effective immediately
upon its execution and delivery by the parties hereto.


Section
2.2.                
Ratification of Indenture. The Base Indenture, as supplemented by this Supplemental
Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture
in the manner and to the extent herein and therein provided.


Section
2.3.                
Trustee Not Responsible for Recitals. The recitals herein contained are made by the
Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation
as to the validity or sufficiency of this Supplemental Indenture. All of the provisions contained in the Base Indenture in respect
of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Supplemental Indenture
as fully and with like force and effect as though set forth in full herein.


Section
2.4.                
Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


Section
2.5.                
Execution in Counterparts. This Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.
The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute
effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original
Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be
their original signatures for all purposes.






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Section
2.6.                
Separability. In case any provision in this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


[Signature Page Follows]




 


 






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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the
day and year first above written.


AQUA AMERICA, INC.


 


 





	 	By:	/s/ Christopher P. Luning	 
	 	 	Name:	Christopher
P. Luning	 
	 	 	Title:	Executive Vice President,
General	 
	 	 	 	Counsel and Secretary	 



 


 


U.S. BANK N.A, as Trustee


 


 





	 	By:	/s/ Gregory P. Gulm	 
	 	 	Name:	Gregory
P. Gulm	 
	 	 	Title:	Vice President	 


 


 


 




 


[Signature Page to First Supplemental Indenture]