Exhibit 4117



		

			Exhibit 4.1.17

		




		
			 
		

		
			Prepared by and Return to:
		

		
			Mary T. Tomich, Esq.
		

		
			Dilworth Paxson LLP
		

		
			1500 Market Street
		

		
			Suite 3500E
		

		
			Philadelphia, PA 19102
		

		
			215-575-7000
		

		
			 
		

		
			 
		

		
			 
		

		
			FORTY-NINTH SUPPLEMENTAL
		

		
			INDENTURE
		

		
			DATED AS OF DECEMBER 1, 2014
		

		
			TO
		

		
			INDENTURE OF MORTGAGE
		

		
			DATED AS OF JANUARY 1, 1941
		

		
			AQUA PENNSYLVANIA, INC. 
		

		
			TO
		

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

		
			 
		

		
			 
		

		
			 
		


		

		

		 


		

			118027225_1

		




 


		

			 

		




		FORTY-NINTH SUPPLEMENTAL INDENTURE dated as of December 1, 2014, 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 thirteen 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
		

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

		

		

		 


		

			1

		


		

			118027225_1

		




 


		

			 

		




		
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						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 
				
	
					
						6.35% Series due 2025

					
					
						Thirtieth Supplemental

					
22,000,000 
				
	
					
						9.29% Series due 2026

					
					
						Twenty-Sixth Supplemental

					
12,000,000 
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						1995 Medium Term Note Series

					
					
						Twenty-Ninth Supplemental

					
77,000,000 
				
	
					
						         7.72% Subseries A due 2025

					
					
						15,000,000

					
					
						 

				
	
					
						         6.82% Subseries B due 2005

					
					
						10,000,000

					
					
						 

				
	
					
						         6.89% Subseries C due 2015

					
					
						12,000,000

					
					
						 

				
	
					
						         6.99% Subseries D due 2006

					
					
						10,000,000

					
					
						 

				
	
					
						         7.47% Subseries E due 2003

					
					
						10,000,000

					
					
						 

				
	
					
						         6.83% Subseries F due 2003

					
					
						10,000,000

					
					
						 

				
	
					
						       7.06% Subseries G due 2004

					
					
						10,000,000

					
					
						 

				



		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						1997 Medium Term Note Series

					
					
						Thirty-First Supplemental

					
					
						65,000,000

				
	
					
						         6.75% Subseries A due 2007

					
					
						10,000,000

					
					
						 

				


		 


		

			2

		


		

			118027225_1

		




 


		

			 

		




			
					
						       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

					
					
						 

				
	
					
						         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

					
						5.00% Series due 2037

					
						5.00% Series due 2038

					
					
						Thirty-Ninth Supplemental

					
						Thirty-Ninth Supplemental

					
						Thirty-Ninth Supplemental

					
					
						21,770,000

					
						24,165,000

					
						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

				
	
					
						6.25% Series due 2017

					
					
						Forty-third Supplemental

					
					
						9,000,000

				
	
					
						6.75% Series due 2018

					
					
						Forty-third Supplemental

					
					
						13,000,000

				
	
					
						5.00% Series due 2039

					
					
						Forty-fourth Supplemental

					
					
						58,000,000

				
	
					
						5.00% Series due 2040

					
					
						Forty-fifth Supplemental 

					
					
						62,165,000

				
	
					
						4.75% Series due 2040

					
					
						Forty-fifth Supplemental

					
					
						12,520,000

				
	
					
						5.00% Series due 2033

					
					
						Forty-sixth Supplemental

					
					
						25,910,000

				
	
					
						5.00% Series due 2034

					
					
						Forty-sixth Supplemental

					
					
						19,270,000

				
	
					
						4.50% Series due 2042

					
					
						Forty-sixth Supplemental

					
					
						15,000,000

				
	
					
						5.00% Series due 2043

					
					
						Forty-sixth Supplemental

					
					
						81,205,000

				
	
					
						3.79% Series due 2041

					
					
						Forty-seventh Supplemental

					
					
						40,000,000

				
	
					
						3.80% Series due 2042

					
					
						Forty-seventh Supplemental

					
					
						20,000,000

				


		 


		

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			118027225_1

		




 


		

			 

		




			
					
						3.85% Series due 2047

					
					
						Forty-seventh Supplemental

					
					
						20,000,000

				
	
					
						3.94% Series due 2031

					
					
						Forty-eighth Supplemental

					
					
						25,000,000

				
	
					
						4.61% Series due 2045

					
					
						Forty-eighth Supplemental

					
					
						25,000,000

				
	
					
						4.62% Series due 2046

					
					
						Forty-eighth Supplemental

					
					
						25,000,000

				



		
			 
		

		
			and
		

		
			WHEREAS, the bonds of each of said series that are outstanding as of June 30, 2014 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-eight 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
		

		
			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-ninth Supplemental Indenture, four series of bonds to be designated (i) “First Mortgage Bond,  3.64% Series due 2035” (herein referred to as the “3.64% Series due 2035”) to be limited in aggregate principal amount to $25,000,000,  to bear interest at the rate of 3.64% per annum, and to mature on January 15, 2035,  (ii) “First Mortgage Bond,  4.01% Series due 2040” (herein referred to as the “4.01% Series due 2040”) to be limited in aggregate principal amount to $15,000,000,  to bear interest at the rate of 4.01% per annum, and to mature on January 15, 2040,  (iii) “First Mortgage Bond,  4.06% Series due 2045” (herein referred to as the “4.06% Series due 2045”) to be limited in aggregate principal amount to $13,000,000, to bear interest at the rate of 4.06% per annum, and to mature on January 15, 2045,  and (iv)  “First Mortgage Bond,  4.11% Series due 2054” (herein referred to as the “4.11% Series due 2054”) to be limited in aggregate principal amount to $12,000,000, to bear interest at the rate of 4.11% per annum, and to mature on December 29, 2054 (the 3.64% Series due 2035, the 4.01% Series due 2040, the 4.06% Series due 2045 and the 4.11% Series due 2054 are collectively referred to as the “Bonds”), each such series to be issued only as registered bonds without coupons and to be dated the date of delivery thereof; and
		

		
			WHEREAS, the Company intends to use the proceeds of the Bonds for general corporate purposes; and
		

		
			WHEREAS, the Company proposes to issue the Bonds under the provisions of Article IV of the Original Indenture, as supplemented by the indentures supplemental thereto, including this Forty-ninth Supplemental 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, 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 
		

		 


		

			4

		


		

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		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 3.64% Series due 2035, the 4.01% Series due 2040, the 4.06% Series due 2045 and the 4.11% Series due 2054 (to be issued in accordance with the terms and provisions of the Original Indenture and indentures supplemental thereto, including this Forty-ninth Supplemental Indenture, and to be secured by said Original Indenture and indentures supplemental thereto, including this Forty-ninth Supplemental Indenture), and has further duly authorized the execution, delivery and recording of this Forty-ninth Supplemental Indenture setting forth the terms and provisions of the 3.64% Series due 2035, the 4.01% Series due 2040, the 4.06% Series due 2045 and the 4.11% Series due 2054 insofar as said terms and provisions are not set forth in said Original Indenture; and
		

		
			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 Forty-ninth Supplemental Indenture to conform to any pertinent law or usage:
		

		
			[continued on next page]
		

		

		

		 


		

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			THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SALES OR OTHER TRANSFERS HEREOF MAY BE MADE ONLY TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE ACT (“QUALIFIED INSTITUTIONAL BUYERS”), IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE ACT.
		

		
			BY ITS ACCEPTANCE OF THIS BOND, THE HOLDER REPRESENTS AND AGREES THAT IT IS A QUALIFIED INSTITUTIONAL BUYER AND THAT THIS BOND IS BEING ACQUIRED FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY FOR OTHERS FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF IN ANY TRANSACTION THAT WOULD BE IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS, AND THAT ANY RESALE OR OTHER TRANSFER HEREOF OR ANY INTEREST HEREIN PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF (A) ITS DATE OF ISSUE OR (B) THE LAST DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES WAS THE BENEFICIAL OWNER HEREOF WILL BE MADE ONLY (1) TO A PLACEMENT AGENT OR THE COMPANY, (2) THROUGH ANY PLACEMENT AGENT OR BY ANY PLACEMENT AGENT ACTING AS PRINCIPAL TO A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE APPROVED BY SUCH PLACEMENT AGENT, (3) DIRECTLY TO A QUALIFIED INSTITUTIONAL BUYER APPROVED BY THE COMPANY IN A TRANSACTION APPROVED BY THE COMPANY, (4) THROUGH A DEALER OTHER THAN A PLACEMENT AGENT TO A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE IN A TRANSACTION APPROVED BY THE COMPANY, OR (5) DIRECTLY TO A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF RULE 144A UNDER THE ACT, SUBJECT TO IN EACH CASE THE DISPOSITION OF THE PURCHASER'S PROPERTY BEING AT ALL TIMES WITHIN ITS CONTROL.  IN THE CASE OF CERTIFICATED BONDS, ANY TRANSFER DESCRIBED IN CLAUSE (3), (4) OR (5) ABOVE REQUIRES THE SUBMISSION TO THE TRUSTEE (AS DEFINED HEREIN) OR ANY DULY AUTHORIZED PAYING AGENT OF THE CERTIFICATE OF TRANSFER ATTACHED HERETO DULY COMPLETED OR A DULY COMPLETED TRANSFER INSTRUMENT SUBSTANTIALLY IN THE FORM OF THE CERTIFICATE OF TRANSFER. THE COMPANY SHALL NOT RECOGNIZE ANY RESALE OR OTHER TRANSFER, OR ATTEMPTED RESALE OR OTHER TRANSFER, OF THIS BOND NOT MADE IN COMPLIANCE WITH THE FOREGOING PROVISIONS.  THIS BOND AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON THE PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS BOND TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR PROVIDE ALTERNATIVE PROCEDURES IN COMPLIANCE WITH APPLICABLE LAW AND PRACTICES RELATING TO THE RESALE OR OTHER TRANSFER OF RESTRICTED SECURITIES GENERALLY.  THE HOLDER OF THIS BOND SHALL BE DEEMED, BY THE ACCEPTANCE OF THIS BOND, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.
		

		

		

		 


		

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		No. R-[PPN]
		

		
			$              
		

		
			 
		

		
			AQUA PENNSYLVANIA, INC.
		

		
			(Incorporated under the Laws of the Commonwealth
		

		
			of Pennsylvania)
		

		
			 
		

		
			First Mortgage Bond, 3.64% Series due 2035
		

		
			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 _____________ or its registered assigns, on the 15th day of January, 2035 (the “Maturity Date”), at the address designated by the registered owner pursuant to Section 11.1 of the Bond Purchase Agreement dated as of December 29,  2014, between the Company and the Purchasers listed therein (the “Bond Purchase Agreement”),  the sum of _____ 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 wire transfer of immediately available funds in accordance with Section 11.1 of the Bond Purchase Agreement 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 July 15, 2015 from the date hereof) until the principal hereof shall become due and payable, at the rate of 3.64% per annum, payable semiannually in like coin or currency on the 15th day of January and the 15th day of July in each year, commencing July 15, 2015 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 5.64% per annum after maturity whether by acceleration or otherwise until paid. 
		

		
			 
		

		
			The interest so payable will (except as otherwise provided in the Forty-ninth 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 1st day of the calendar 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 by the Company in accordance with written payment instructions of the registered owner delivered to the Company 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 
		

		 


		

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		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 the Forty-ninth Supplemental Indenture (the “Forty-ninth Supplemental Indenture”) dated as of December 1, 2014, and designated therein as “First Mortgage Bond,  3.64% Series due 2035”  in the aggregate principal amount of $25,000,000 (the “Bonds”).
		

		
			Concurrently with the issuance of the Bonds, the Company is issuing its “First Mortgage Bond,  4.01% Series due 2040” in the aggregate principal amount of $15,000,000, its “First Mortgage Bond,  4.06% Series due 2045” in the aggregate principal amount of $13,000,000, and its “First Mortgage Bond,  4.11% Series due 2054” in the aggregate principal amount of $12,000,000.
		

		
			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.
		

		
			Except as otherwise provided in the succeeding paragraph with respect to optional redemption during the Prepayment Period (as defined herein), the Company may, at its option, upon notice as provided below, redeem at any time all, or from time to time any part of, the Bonds, 
		

		 


		

			8

		


		

			118027225_1

		




 


		

			 

		




		in an amount not less than 10% of the aggregate principal amount of the Bonds then outstanding in the case of a partial redemption, at 100% of the principal amount so redeemed, together with interest accrued thereon to the date of such redemption, plus the Make-Whole Amount (as defined in the Forty-ninth Supplemental Indenture) determined for the redemption date with respect to such principal amount of each bond being redeemed.  
		

		
			Provided that no default or event of default has occurred and is continuing, within one hundred and eighty days (180) days of the stated maturity date of the Bonds (the period from such date to the stated maturity of the Bonds being referred to herein as the “Prepayment Period”), the Company may, at its option, upon prior written notice as provided below, prepay all the Bonds at 100% of the principal amount so prepaid, together with interest on such principal amount accrued to the date of prepayment and without any Make-Whole Amount.
		

		
			Any redemption shall be effected by notice mailed to the registered owners thereof, as provided in the Indenture, at least thirty (30) days and not more than forty-five (45) days before the redemption date, all on the conditions and in the manner provided in the Indenture. Each such notice shall specify such date (which shall be a Business Day (as defined in the Forty-ninth Supplemental Indenture)), the aggregate principal amount of the Bonds to be redeemed on such date, the principal amount of each bond held by such holder to be redeemed (determined in accordance with Article I, Section 3 of the Forty-ninth Supplemental Indenture), and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of the chief financial officer, principal accounting officer, treasurer or comptroller (each, for purposes of this bond, a “Senior Financial Officer”) of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Bonds a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified redemption date.
		

		
			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 redemption date. In the event of redemption of this bond in part only, a new bond for the unredeemed portion hereof shall be issued in the name of the holder hereof upon the surrender hereof.
		

		
			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 then outstanding, including the Bonds, to annul such declaration.
		

		
			The Company, the Trustee and any Paying Agent 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.
		

		
			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 
		

		 


		

			9

		


		

			118027225_1

		




 


		

			 

		




		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.
		

		
			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.
		

		
			This bond shall be deemed to be a contract and shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania (excluding laws governing conflicts of law).
		

		
			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 ____________.
		

		
			AQUA PENNSYLVANIA, INC. 
		

		
			Attest:
		

		
			                             By______________________________ 
		

		
			Assistant Secretary(Vice) 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-ninth Supplemental Indenture.
		

		
			THE BANK OF NEW YORK 
		

		
			MELLON TRUST COMPANY,
		

		
			N.  A., TRUSTEE
		

		
			By:_______________________________
		

		
			Authorized Officer
		

		

		

		 


		

			10

		


		

			118027225_1

		




 


		

			 

		




		[Form of Certificate of Transfer]
		

		
			(To be delivered with a Certificated Bond to the Trustee)
		

		
			FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
		

		
			(please print or typewrite name and address including postal zip code of assignee and insert Taxpayer Identification No.)
		

		
			this bond and all rights hereunder, hereby irrevocably constituting and appointment attorney to transfer this bond the books of the Company with full power of substitution in the premises.
		

		
			CERTIFICATE OF TRANSFER
		

		
			(The following is not required for sales or other transfers of this bond to or through the Company or a placement agent).
		

		
			In connection with any transfer of this bond occurring prior to the date which is two years after the later of (a) the date of original issue of this bond, or (b) the last date the Company or any of its affiliates was the beneficial owner of this bond, the undersigned confirms that:
		

		
			[  ]This bond is being transferred by the undersigned to a transferee that is, or that the undersigned reasonably believes to be, a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) pursuant to the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.
		

		
			If the foregoing box is not checked, then, so long as the accompanying bond shall bear a legend on its face restricting resales and other transfers thereof (except in the case of a resale or other transfer made (i) to a placement agent referred to in such legend or to the Company or (ii) through a placement agent or by a placement agent acting as principal to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended, in a transaction approved by a placement agent) the Trustee shall not be obligated to register this bond in the name of any person other than the registered owner hereof.
		

		
			Dated:
		

		
			NOTICE:  The signature of the beneficial owner to this assignment must correspond with the name as written on the face of this bond in every particular, without alteration or enlargement or any change whatsoever.
		

		
			TO BE COMPLETED BY PURCHASER IF THE BOX ABOVE IS CHECKED:
		

		
			The undersigned represents and warrants that it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended,  and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the registered owner is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.
		

		
			Dated:
		

		
			 
		

		
			NOTICE:  To be executed by an officer.
		

		

		

		 


		

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		THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SALES OR OTHER TRANSFERS HEREOF MAY BE MADE ONLY TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE ACT (“QUALIFIED INSTITUTIONAL BUYERS”), IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE ACT.
		

		
			BY ITS ACCEPTANCE OF THIS BOND, THE HOLDER REPRESENTS AND AGREES THAT IT IS A QUALIFIED INSTITUTIONAL BUYER AND THAT THIS BOND IS BEING ACQUIRED FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY FOR OTHERS FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF IN ANY TRANSACTION THAT WOULD BE IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS, AND THAT ANY RESALE OR OTHER TRANSFER HEREOF OR ANY INTEREST HEREIN PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF (A) ITS DATE OF ISSUE OR (B) THE LAST DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES WAS THE BENEFICIAL OWNER HEREOF WILL BE MADE ONLY (1) TO A PLACEMENT AGENT OR THE COMPANY, (2) THROUGH ANY PLACEMENT AGENT OR BY ANY PLACEMENT AGENT ACTING AS PRINCIPAL TO A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE APPROVED BY SUCH PLACEMENT AGENT, (3) DIRECTLY TO A QUALIFIED INSTITUTIONAL BUYER APPROVED BY THE COMPANY IN A TRANSACTION APPROVED BY THE COMPANY, (4) THROUGH A DEALER OTHER THAN A PLACEMENT AGENT TO A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE IN A TRANSACTION APPROVED BY THE COMPANY, OR (5) DIRECTLY TO A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF RULE 144A UNDER THE ACT, SUBJECT TO IN EACH CASE THE DISPOSITION OF THE PURCHASER'S PROPERTY BEING AT ALL TIMES WITHIN ITS CONTROL.  IN THE CASE OF CERTIFICATED BONDS, ANY TRANSFER DESCRIBED IN CLAUSE (3), (4) OR (5) ABOVE REQUIRES THE SUBMISSION TO THE TRUSTEE (AS DEFINED HEREIN) OR ANY DULY AUTHORIZED PAYING AGENT OF THE CERTIFICATE OF TRANSFER ATTACHED HERETO DULY COMPLETED OR A DULY COMPLETED TRANSFER INSTRUMENT SUBSTANTIALLY IN THE FORM OF THE CERTIFICATE OF TRANSFER. THE COMPANY SHALL NOT RECOGNIZE ANY RESALE OR OTHER TRANSFER, OR ATTEMPTED RESALE OR OTHER TRANSFER, OF THIS BOND NOT MADE IN COMPLIANCE WITH THE FOREGOING PROVISIONS.  THIS BOND AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON THE PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS BOND TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR PROVIDE ALTERNATIVE PROCEDURES IN COMPLIANCE WITH APPLICABLE LAW AND PRACTICES RELATING TO THE RESALE OR OTHER TRANSFER OF RESTRICTED SECURITIES GENERALLY.  THE HOLDER OF THIS BOND SHALL BE DEEMED, BY THE ACCEPTANCE OF THIS BOND, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.
		

		
			 
		

		

		

		 


		

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			118027225_1

		




 


		

			 

		




		No. R-[PPN]
		

		
			$              
		

		
			 
		

		
			AQUA PENNSYLVANIA, INC.
		

		
			(Incorporated under the Laws of the Commonwealth
		

		
			of Pennsylvania)
		

		
			 
		

		
			First Mortgage Bond, 4.01% Series due 2040
		

		
			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 _____________ or its registered assigns, on the 15th day of January,  2040 (the “Maturity Date”), at the address designated by the registered owner pursuant to Section 11.1 of the Bond Purchase Agreement dated as of December 29, 2014, between the Company and the Purchasers listed therein (the “Bond Purchase Agreement”), the sum of _____ 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 wire transfer of immediately available funds in accordance with Section 11.1 of the Bond Purchase Agreement 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 July 15, 2015 from the date hereof) until the principal hereof shall become due and payable, at the rate of 4.01% per annum, payable semiannually in like coin or currency on the 15th day of January and the 15th day of July in each year, commencing July 15, 2015 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 6.01% per annum after maturity whether by acceleration or otherwise until paid. 
		

		
			 
		

		
			The interest so payable will (except as otherwise provided in the Forty-ninth 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 1st day of the calendar 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 by the Company in accordance with written payment instructions of the registered owner delivered to the Company 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 
		

		 


		

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		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 the Forty-ninth Supplemental Indenture (the “Forty-ninth Supplemental Indenture”) dated as of December 1, 2014, and designated therein as “First Mortgage Bond,  4.01% Series due 2040”  in the aggregate principal amount of $15,000,000 (the “Bonds”).
		

		
			Concurrently with the issuance of the Bonds, the Company is issuing its “First Mortgage Bond,  3.64% Series due 2035” in the aggregate principal amount of $25,000,000, its “First Mortgage Bond,  4.06% Series due 2045” in the aggregate principal amount of $13,000,000, and its “First Mortgage Bond,  4.11% Series due 2054” in the aggregate principal amount of $12,000,000.
		

		
			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.
		

		
			Except as otherwise provided in the succeeding paragraph with respect to optional redemption during the Prepayment Period (as defined herein), the Company may, at its option, upon notice as provided below, redeem at any time all, or from time to time any part of, the Bonds, 
		

		 


		

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			118027225_1

		




 


		

			 

		




		in an amount not less than 10% of the aggregate principal amount of the Bonds then outstanding in the case of a partial redemption, at 100% of the principal amount so redeemed, together with interest accrued thereon to the date of such redemption, plus the Make-Whole Amount (as defined in the Forty-ninth Supplemental Indenture) determined for the redemption date with respect to such principal amount of each bond being redeemed.  
		

		
			Provided that no default or event of default has occurred and is continuing, within one hundred and eighty days (180) days of the stated maturity date of the Bonds (the period from such date to the stated maturity of the Bonds being referred to herein as the “Prepayment Period”), the Company may, at its option, upon prior written notice as provided below, prepay all the Bonds at 100% of the principal amount so prepaid, together with interest on such principal amount accrued to the date of prepayment and without any Make-Whole Amount. Any redemption shall be effected by notice mailed to the registered owners thereof, as provided in the Indenture, at least thirty (30) days and not more than forty-five (45) days before the redemption date, all on the conditions and in the manner provided in the Indenture. Each such notice shall specify such date (which shall be a Business Day (as defined in the Forty-ninth Supplemental Indenture)), the aggregate principal amount of the Bonds to be redeemed on such date, the principal amount of each bond held by such holder to be redeemed (determined in accordance with Article I, Section 3 of the Forty-ninth Supplemental Indenture), and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of the chief financial officer, principal accounting officer, treasurer or comptroller (each, for purposes of this bond, a “Senior Financial Officer”) of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Bonds a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified redemption date.
		

		
			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 redemption date. In the event of redemption of this bond in part only, a new bond for the unredeemed portion hereof shall be issued in the name of the holder hereof upon the surrender hereof.
		

		
			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 then outstanding, including the Bonds, to annul such declaration.
		

		
			The Company, the Trustee and any Paying Agent 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.
		

		
			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 
		

		 


		

			15

		


		

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		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.
		

		
			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.
		

		
			This bond shall be deemed to be a contract and shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania (excluding laws governing conflicts of law).
		

		
			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 ____________.
		

		
			AQUA PENNSYLVANIA, INC. 
		

		
			Attest:
		

		
			                             By______________________________ 
		

		
			Assistant Secretary(Vice) 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-ninth Supplemental Indenture.
		

		
			THE BANK OF NEW YORK 
		

		
			MELLON TRUST COMPANY,
		

		
			N. A., TRUSTEE
		

		
			By:_______________________________
		

		
			Authorized Officer
		

		

		

		 


		

			16

		


		

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		[Form of Certificate of Transfer]
		

		
			(To be delivered with a Certificated Bond to the Trustee)
		

		
			FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
		

		
			(please print or typewrite name and address including postal zip code of assignee and insert Taxpayer Identification No.)
		

		
			this bond and all rights hereunder, hereby irrevocably constituting and appointment attorney to transfer this bond the books of the Company with full power of substitution in the premises.
		

		
			CERTIFICATE OF TRANSFER
		

		
			(The following is not required for sales or other transfers of this bond to or through the Company or a placement agent).
		

		
			In connection with any transfer of this bond occurring prior to the date which is two years after the later of (a) the date of original issue of this bond, or (b) the last date the Company or any of its affiliates was the beneficial owner of this bond, the undersigned confirms that:
		

		
			[  ]This bond is being transferred by the undersigned to a transferee that is, or that the undersigned reasonably believes to be, a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) pursuant to the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.
		

		
			If the foregoing box is not checked, then, so long as the accompanying bond shall bear a legend on its face restricting resales and other transfers thereof (except in the case of a resale or other transfer made (i) to a placement agent referred to in such legend or to the Company or (ii) through a placement agent or by a placement agent acting as principal to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended, in a transaction approved by a placement agent) the Trustee shall not be obligated to register this bond in the name of any person other than the registered owner hereof.
		

		
			Dated:
		

		
			NOTICE:  The signature of the beneficial owner to this assignment must correspond with the name as written on the face of this bond in every particular, without alteration or enlargement or any change whatsoever.
		

		
			TO BE COMPLETED BY PURCHASER IF THE BOX ABOVE IS CHECKED:
		

		
			The undersigned represents and warrants that it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended,  and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the registered owner is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.
		

		
			Dated:
		

		
			 
		

		
			NOTICE:  To be executed by an officer.
		

		

		

		 


		

			17

		


		

			118027225_1

		




 


		

			 

		




		THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SALES OR OTHER TRANSFERS HEREOF MAY BE MADE ONLY TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE ACT (“QUALIFIED INSTITUTIONAL BUYERS”), IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE ACT.
		

		
			BY ITS ACCEPTANCE OF THIS BOND, THE HOLDER REPRESENTS AND AGREES THAT IT IS A QUALIFIED INSTITUTIONAL BUYER AND THAT THIS BOND IS BEING ACQUIRED FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY FOR OTHERS FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF IN ANY TRANSACTION THAT WOULD BE IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS, AND THAT ANY RESALE OR OTHER TRANSFER HEREOF OR ANY INTEREST HEREIN PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF (A) ITS DATE OF ISSUE OR (B) THE LAST DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES WAS THE BENEFICIAL OWNER HEREOF WILL BE MADE ONLY (1) TO A PLACEMENT AGENT OR THE COMPANY, (2) THROUGH ANY PLACEMENT AGENT OR BY ANY PLACEMENT AGENT ACTING AS PRINCIPAL TO A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE APPROVED BY SUCH PLACEMENT AGENT, (3) DIRECTLY TO A QUALIFIED INSTITUTIONAL BUYER APPROVED BY THE COMPANY IN A TRANSACTION APPROVED BY THE COMPANY, (4) THROUGH A DEALER OTHER THAN A PLACEMENT AGENT TO A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE IN A TRANSACTION APPROVED BY THE COMPANY, OR (5) DIRECTLY TO A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF RULE 144A UNDER THE ACT, SUBJECT TO IN EACH CASE THE DISPOSITION OF THE PURCHASER'S PROPERTY BEING AT ALL TIMES WITHIN ITS CONTROL.  IN THE CASE OF CERTIFICATED BONDS, ANY TRANSFER DESCRIBED IN CLAUSE (3), (4) OR (5) ABOVE REQUIRES THE SUBMISSION TO THE TRUSTEE (AS DEFINED HEREIN) OR ANY DULY AUTHORIZED PAYING AGENT OF THE CERTIFICATE OF TRANSFER ATTACHED HERETO DULY COMPLETED OR A DULY COMPLETED TRANSFER INSTRUMENT SUBSTANTIALLY IN THE FORM OF THE CERTIFICATE OF TRANSFER. THE COMPANY SHALL NOT RECOGNIZE ANY RESALE OR OTHER TRANSFER, OR ATTEMPTED RESALE OR OTHER TRANSFER, OF THIS BOND NOT MADE IN COMPLIANCE WITH THE FOREGOING PROVISIONS.  THIS BOND AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON THE PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS BOND TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR PROVIDE ALTERNATIVE PROCEDURES IN COMPLIANCE WITH APPLICABLE LAW AND PRACTICES RELATING TO THE RESALE OR OTHER TRANSFER OF RESTRICTED SECURITIES GENERALLY.  THE HOLDER OF THIS BOND SHALL BE DEEMED, BY THE ACCEPTANCE OF THIS BOND, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.
		

		
			 
		

		

		

		 


		

			18

		


		

			118027225_1

		




 


		

			 

		




		No. R-[PPN]
		

		
			$              
		

		
			 
		

		
			AQUA PENNSYLVANIA, INC.
		

		
			(Incorporated under the Laws of the Commonwealth
		

		
			of Pennsylvania)
		

		
			 
		

		
			First Mortgage Bond, 4.06% Series due 2045
		

		
			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 _____________ or its registered assigns, on the 15th day of January, 2045 (the “Maturity Date”), at the address designated by the registered owner pursuant to Section 11.1 of the Bond Purchase Agreement dated as of December 29, 2014, between the Company and the Purchasers listed therein (the “Bond Purchase Agreement”), the sum of _____ 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 wire transfer of immediately available funds in accordance with Section 11.1 of the Bond Purchase Agreement 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 July 15, 2015 from the date hereof) until the principal hereof shall become due and payable, at the rate of 4.06% per annum, payable semiannually in like coin or currency on the 15th day of January and the 15th day of July in each year, commencing July 15, 2015 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 6.06%  per annum after maturity whether by acceleration or otherwise until paid. 
		

		
			 
		

		
			The interest so payable will (except as otherwise provided in the Forty-ninth 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 1st day of the calendar 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 by the Company in accordance with written payment instructions of the registered owner delivered to the Company 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 
		

		 


		

			19

		


		

			118027225_1

		




 


		

			 

		




		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 the Forty-ninth Supplemental Indenture (the “Forty-ninth Supplemental Indenture”) dated as of December 1, 2014, and designated therein as “First Mortgage Bond,  4.06% Series due 2045”  in the aggregate principal amount of $13,000,000 (the “Bonds”).
		

		
			Concurrently with the issuance of the Bonds, the Company is issuing its “First Mortgage Bond,  3.64% Series due 2035” in the aggregate principal amount of $25,000,000, its “First Mortgage Bond,  4.01% Series due 2040” in the aggregate principal amount of $15,000,000, and its “First Mortgage Bond,  4.11% Series due 2054” in the aggregate principal amount of $12,000,000.
		

		
			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.
		

		
			Except as otherwise provided in the succeeding paragraph with respect to optional redemption during the Prepayment Period (as defined herein), the Company may, at its option, upon notice as provided below, redeem at any time all, or from time to time any part of, the Bonds, 
		

		 


		

			20

		


		

			118027225_1

		




 


		

			 

		




		in an amount not less than 10% of the aggregate principal amount of the Bonds then outstanding in the case of a partial redemption, at 100% of the principal amount so redeemed, together with interest accrued thereon to the date of such redemption, plus the Make-Whole Amount (as defined in the Forty-ninth Supplemental Indenture) determined for the redemption date with respect to such principal amount of each bond being redeemed.  
		

		
			Provided that no default or event of default has occurred and is continuing, within one hundred and eighty days (180) days of the stated maturity date of the Bonds (the period from such date to the stated maturity of the Bonds being referred to herein as the “Prepayment Period”), the Company may, at its option, upon prior written notice as provided below, prepay all the Bonds at 100% of the principal amount so prepaid, together with interest on such principal amount accrued to the date of prepayment and without any Make-Whole Amount. Any redemption shall be effected by notice mailed to the registered owners thereof, as provided in the Indenture, at least thirty (30) days and not more than forty-five (45) days before the redemption date, all on the conditions and in the manner provided in the Indenture. Each such notice shall specify such date (which shall be a Business Day (as defined in the Forty-ninth Supplemental Indenture)), the aggregate principal amount of the Bonds to be redeemed on such date, the principal amount of each bond held by such holder to be redeemed (determined in accordance with Article I, Section 3 of the Forty-ninth Supplemental Indenture), and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of the chief financial officer, principal accounting officer, treasurer or comptroller (each, for purposes of this bond, a “Senior Financial Officer”) of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Bonds a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified redemption date.
		

		
			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 redemption date. In the event of redemption of this bond in part only, a new bond for the unredeemed portion hereof shall be issued in the name of the holder hereof upon the surrender hereof.
		

		
			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 then outstanding, including the Bonds, to annul such declaration.
		

		
			The Company, the Trustee and any Paying Agent 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.
		

		
			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 
		

		 


		

			21

		


		

			118027225_1

		




 


		

			 

		




		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.
		

		
			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.
		

		
			This bond shall be deemed to be a contract and shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania (excluding laws governing conflicts of law).
		

		
			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 ____________.
		

		
			AQUA PENNSYLVANIA, INC. 
		

		
			Attest:
		

		
			                             By______________________________ 
		

		
			Assistant Secretary(Vice) 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-ninth Supplemental Indenture.
		

		
			THE BANK OF NEW YORK 
		

		
			MELLON TRUST COMPANY,
		

		
			N. A., TRUSTEE
		

		
			By:_______________________________
		

		
			Authorized Officer
		

		

		

		 


		

			22

		


		

			118027225_1

		




 


		

			 

		




		[Form of Certificate of Transfer]
		

		
			(To be delivered with a Certificated Bond to the Trustee)
		

		
			FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
		

		
			(please print or typewrite name and address including postal zip code of assignee and insert Taxpayer Identification No.)
		

		
			this bond and all rights hereunder, hereby irrevocably constituting and appointment attorney to transfer this bond the books of the Company with full power of substitution in the premises.
		

		
			CERTIFICATE OF TRANSFER
		

		
			(The following is not required for sales or other transfers of this bond to or through the Company or a placement agent).
		

		
			In connection with any transfer of this bond occurring prior to the date which is two years after the later of (a) the date of original issue of this bond, or (b) the last date the Company or any of its affiliates was the beneficial owner of this bond, the undersigned confirms that:
		

		
			[  ]This bond is being transferred by the undersigned to a transferee that is, or that the undersigned reasonably believes to be, a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) pursuant to the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.
		

		
			If the foregoing box is not checked, then, so long as the accompanying bond shall bear a legend on its face restricting resales and other transfers thereof (except in the case of a resale or other transfer made (i) to a placement agent referred to in such legend or to the Company or (ii) through a placement agent or by a placement agent acting as principal to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended, in a transaction approved by a placement agent) the Trustee shall not be obligated to register this bond in the name of any person other than the registered owner hereof.
		

		
			Dated:
		

		
			NOTICE:  The signature of the beneficial owner to this assignment must correspond with the name as written on the face of this bond in every particular, without alteration or enlargement or any change whatsoever.
		

		
			TO BE COMPLETED BY PURCHASER IF THE BOX ABOVE IS CHECKED:
		

		
			The undersigned represents and warrants that it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended,  and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the registered owner is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.
		

		
			Dated:
		

		
			 
		

		
			NOTICE:  To be executed by an officer.
		

		

		

		 


		

			23

		


		

			118027225_1

		




 


		

			 

		




		THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SALES OR OTHER TRANSFERS HEREOF MAY BE MADE ONLY TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE ACT (“QUALIFIED INSTITUTIONAL BUYERS”), IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE ACT.
		

		
			BY ITS ACCEPTANCE OF THIS BOND, THE HOLDER REPRESENTS AND AGREES THAT IT IS A QUALIFIED INSTITUTIONAL BUYER AND THAT THIS BOND IS BEING ACQUIRED FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY FOR OTHERS FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF IN ANY TRANSACTION THAT WOULD BE IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS, AND THAT ANY RESALE OR OTHER TRANSFER HEREOF OR ANY INTEREST HEREIN PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF (A) ITS DATE OF ISSUE OR (B) THE LAST DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES WAS THE BENEFICIAL OWNER HEREOF WILL BE MADE ONLY (1) TO A PLACEMENT AGENT OR THE COMPANY, (2) THROUGH ANY PLACEMENT AGENT OR BY ANY PLACEMENT AGENT ACTING AS PRINCIPAL TO A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE APPROVED BY SUCH PLACEMENT AGENT, (3) DIRECTLY TO A QUALIFIED INSTITUTIONAL BUYER APPROVED BY THE COMPANY IN A TRANSACTION APPROVED BY THE COMPANY, (4) THROUGH A DEALER OTHER THAN A PLACEMENT AGENT TO A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE IN A TRANSACTION APPROVED BY THE COMPANY, OR (5) DIRECTLY TO A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF RULE 144A UNDER THE ACT, SUBJECT TO IN EACH CASE THE DISPOSITION OF THE PURCHASER'S PROPERTY BEING AT ALL TIMES WITHIN ITS CONTROL.  IN THE CASE OF CERTIFICATED BONDS, ANY TRANSFER DESCRIBED IN CLAUSE (3), (4) OR (5) ABOVE REQUIRES THE SUBMISSION TO THE TRUSTEE (AS DEFINED HEREIN) OR ANY DULY AUTHORIZED PAYING AGENT OF THE CERTIFICATE OF TRANSFER ATTACHED HERETO DULY COMPLETED OR A DULY COMPLETED TRANSFER INSTRUMENT SUBSTANTIALLY IN THE FORM OF THE CERTIFICATE OF TRANSFER. THE COMPANY SHALL NOT RECOGNIZE ANY RESALE OR OTHER TRANSFER, OR ATTEMPTED RESALE OR OTHER TRANSFER, OF THIS BOND NOT MADE IN COMPLIANCE WITH THE FOREGOING PROVISIONS.  THIS BOND AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON THE PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS BOND TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR PROVIDE ALTERNATIVE PROCEDURES IN COMPLIANCE WITH APPLICABLE LAW AND PRACTICES RELATING TO THE RESALE OR OTHER TRANSFER OF RESTRICTED SECURITIES GENERALLY.  THE HOLDER OF THIS BOND SHALL BE DEEMED, BY THE ACCEPTANCE OF THIS BOND, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.
		

		
			 
		

		

		

		 


		

			24

		


		

			118027225_1

		




 


		

			 

		




		No. R-[PPN]
		

		
			$              
		

		
			 
		

		
			AQUA PENNSYLVANIA, INC.
		

		
			(Incorporated under the Laws of the Commonwealth
		

		
			of Pennsylvania)
		

		
			 
		

		
			First Mortgage Bond, 4.11% Series due 2054
		

		
			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 _____________ or its registered assigns, on the 29th day of December, 2054 (the “Maturity Date”), at the address designated by the registered owner pursuant to Section 11.1 of the Bond Purchase Agreement dated as of December 29, 2014, between the Company and the Purchasers listed therein (the “Bond Purchase Agreement”), the sum of _____ 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 wire transfer of immediately available funds in accordance with Section 11.1 of the Bond Purchase Agreement 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 July 15, 2015 from the date hereof) until the principal hereof shall become due and payable, at the rate of 4.11% per annum, payable semiannually in like coin or currency on the 15th day of January and the 15th day of July in each year, commencing July 15, 2015 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 6.11%  per annum after maturity whether by acceleration or otherwise until paid. 
		

		
			 
		

		
			The interest so payable will (except as otherwise provided in the Forty-ninth 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 1st day of the calendar 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 by the Company in accordance with written payment instructions of the registered owner delivered to the Company 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 
		

		 


		

			25

		


		

			118027225_1

		




 


		

			 

		




		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 the Forty-ninth Supplemental Indenture (the “Forty-ninth Supplemental Indenture”) dated as of December 1, 2014, and designated therein as “First Mortgage Bond,  4.11% Series due 2054”  in the aggregate principal amount of $12,000,000 (the “Bonds”).
		

		
			Concurrently with the issuance of the Bonds, the Company is issuing its “First Mortgage Bond,  3.64% Series due 2035” in the aggregate principal amount of $25,000,000, its “First Mortgage Bond,  4.01% Series due 2040” in the aggregate principal amount of $15,000,000, and its “First Mortgage Bond,  4.06% Series due 2045” in the aggregate principal amount of $13,000,000.
		

		
			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.
		

		
			Except as otherwise provided in the succeeding paragraph with respect to optional redemption during the Prepayment Period (as defined herein), the Company may, at its option, upon notice as provided below, redeem at any time all, or from time to time any part of, the Bonds, 
		

		 


		

			26

		


		

			118027225_1

		




 


		

			 

		




		in an amount not less than 10% of the aggregate principal amount of the Bonds then outstanding in the case of a partial redemption, at 100% of the principal amount so redeemed, together with interest accrued thereon to the date of such redemption, plus the Make-Whole Amount (as defined in the Forty-ninth Supplemental Indenture) determined for the redemption date with respect to such principal amount of each bond being redeemed.  
		

		
			Provided that no default or event of default has occurred and is continuing, within one hundred and eighty days (180) days of the stated maturity date of the Bonds (the period from such date to the stated maturity of the Bonds being referred to herein as the “Prepayment Period”), the Company may, at its option, upon prior written notice as provided below, prepay all the Bonds at 100% of the principal amount so prepaid, together with interest on such principal amount accrued to the date of prepayment and without any Make-Whole Amount. Any redemption shall be effected by notice mailed to the registered owners thereof, as provided in the Indenture, at least thirty (30) days and not more than forty-five (45) days before the redemption date, all on the conditions and in the manner provided in the Indenture. Each such notice shall specify such date (which shall be a Business Day (as defined in the Forty-ninth Supplemental Indenture)), the aggregate principal amount of the Bonds to be redeemed on such date, the principal amount of each bond held by such holder to be redeemed (determined in accordance with Article I, Section 3 of the Forty-ninth Supplemental Indenture), and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of the chief financial officer, principal accounting officer, treasurer or comptroller (each, for purposes of this bond, a “Senior Financial Officer”) of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Bonds a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified redemption date.
		

		
			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 redemption date. In the event of redemption of this bond in part only, a new bond for the unredeemed portion hereof shall be issued in the name of the holder hereof upon the surrender hereof.
		

		
			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 then outstanding, including the Bonds, to annul such declaration.
		

		
			The Company, the Trustee and any Paying Agent 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.
		

		
			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 
		

		 


		

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		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.
		

		
			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.
		

		
			This bond shall be deemed to be a contract and shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania (excluding laws governing conflicts of law).
		

		
			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 ____________.
		

		
			AQUA PENNSYLVANIA, INC. 
		

		
			Attest:
		

		
			                             By______________________________ 
		

		
			Assistant Secretary(Vice) 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-ninth Supplemental Indenture.
		

		
			THE BANK OF NEW YORK 
		

		
			MELLON TRUST COMPANY,
		

		
			N. A., TRUSTEE
		

		
			By:_______________________________
		

		
			Authorized Officer
		

		

		

		 


		

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		[Form of Certificate of Transfer]
		

		
			(To be delivered with a Certificated Bond to the Trustee)
		

		
			FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
		

		
			(please print or typewrite name and address including postal zip code of assignee and insert Taxpayer Identification No.)
		

		
			this bond and all rights hereunder, hereby irrevocably constituting and appointment attorney to transfer this bond the books of the Company with full power of substitution in the premises.
		

		
			CERTIFICATE OF TRANSFER
		

		
			(The following is not required for sales or other transfers of this bond to or through the Company or a placement agent).
		

		
			In connection with any transfer of this bond occurring prior to the date which is two years after the later of (a) the date of original issue of this bond, or (b) the last date the Company or any of its affiliates was the beneficial owner of this bond, the undersigned confirms that:
		

		
			[  ]This bond is being transferred by the undersigned to a transferee that is, or that the undersigned reasonably believes to be, a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) pursuant to the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.
		

		
			If the foregoing box is not checked, then, so long as the accompanying bond shall bear a legend on its face restricting resales and other transfers thereof (except in the case of a resale or other transfer made (i) to a placement agent referred to in such legend or to the Company or (ii) through a placement agent or by a placement agent acting as principal to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended, in a transaction approved by a placement agent) the Trustee shall not be obligated to register this bond in the name of any person other than the registered owner hereof.
		

		
			Dated:
		

		
			NOTICE:  The signature of the beneficial owner to this assignment must correspond with the name as written on the face of this bond in every particular, without alteration or enlargement or any change whatsoever.
		

		
			TO BE COMPLETED BY PURCHASER IF THE BOX ABOVE IS CHECKED:
		

		
			The undersigned represents and warrants that it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended,  and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the registered owner is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.
		

		
			Dated:
		

		
			 
		

		
			NOTICE:  To be executed by an officer.
		

		

		

		 


		

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		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-ninth Supplemental Indenture provided and issued by the Company, valid, binding and legal obligations of the Company, and this Forty-ninth Supplemental Indenture a valid and enforceable supplement to said Original Indenture, have been done, performed and fulfilled, and the execution of this Forty-ninth Supplemental Indenture has been in all respects duly authorized:
		

		
			NOW, THEREFORE, THIS FORTY-NINTH 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-ninth Supplemental Indenture, receipt whereof is hereby acknowledged, and of other good and valuable consideration, 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:
		

		
			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:
		

		

		

		 


		

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			I.
		

		
			REAL ESTATE AND WATER RIGHTS.
		

		
			The real estate 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-eighth Supplemental Indenture.
		

		
			II.
		

		
			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.
		

		
			III.
		

		
			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.
		

		
			IV.
		

		
			AFTER ACQUIRED PROPERTY.
		

		

		

		 


		

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		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 expected property 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 I 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.
		

		
			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, 
		

		 


		

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		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 sixty-eighth series limited in aggregate principal amount to $25,000,000 designated as “Aqua Pennsylvania, Inc., First Mortgage Bond, 3.64% Series due 2035,” a sixty-ninth series of bonds limited in aggregate principal amount to $15,000,000 designated as “Aqua Pennsylvania, Inc., First Mortgage Bond, 4.01% Series due 2040,” a seventieth series of bonds limited in aggregate principal to $13,000,000 designated as “Aqua Pennsylvania, Inc., First Mortgage Bond, 4.06% Series due 2045” and a seventy-first series of bonds limited in aggregate principal amount to $12,000,000 designated as “Aqua Pennsylvania, Inc., First Mortgage Bond, 4.11% Series due 2054”.
		

		
			Interest on each Series of the Bonds shall be payable semiannually on January 15 and July 15 (each an “Interest Payment Date”) in each year commencing July 15, 2015.  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 
		

		 


		

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		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 3.64% Series due 2035 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 January 15, 2035 and shall bear interest at the rate of 3.64% per annum.  The 4.01% Series due 2040 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 January 15, 2040 and shall bear interest at the rate of 4.01% per annum.  The 4.06% Series due 2045 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 January 15, 2045 and shall bear interest at the rate of 4.06% per annum. The 4.11% Series due 2054 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 December 29, 2054 and shall bear interest at the rate of 4.11% per annum.  Any payment of principal of or interest on any Bond that is due on a date other than a Business Day (as defined below) shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Bond is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day. As used herein, “Business Day” means any day other than a Saturday or Sunday, on which the Trustee, any paying agent or banks in New York, New York are not required or authorized by law or executive order to close.
		

		
			The Bonds shall be issuable only as registered bonds without coupons, shall be in the form hereinabove recited, in the minimum denomination of $100,000 or any integral multiple of $1,000 in excess thereof, shall be lettered “R”, and shall bear such numbers as the Company may reasonably require.
		

		
			The principal of, and interest on the Bonds shall be payable as provided in the form of Bond, 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 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 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 (15) days preceding such subsequent Record Date, such Record Date to be not less than ten (10) days preceding the date of payment of such defaulted interest. The term “Record Date” as used in this Section 1 with respect to any regular Interest Payment Date shall mean the fifteenth (15th) day of the calendar month preceding such Interest Payment Date.  
		

		

		

		 


		

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		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.
		

		
			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.
		

		
			SECTION 2.  Except as otherwise provided in the succeeding paragraph with respect to optional redemption during the Prepayment Period (as defined herein), the Company may, at its option, upon notice as provided below, redeem at any time all, or from time to time any part of, the Bonds, in an amount not less than 10% of the aggregate principal amount of the Bonds then outstanding in the case of a partial redemption, at 100% of the principal amount so redeemed,  together with interest accrued thereon to the date of such redemption, plus the Make-Whole Amount (as defined below)  determined for the redemption date with respect to such principal amount of each Bond being redeemed.  
		

		
			Provided that no default or event of default has occurred and is continuing, within one hundred and eighty days (180) days of the stated maturity date of any series of Bonds (the period from such date to the stated maturity of such series of Bonds being referred to herein as the “Prepayment Period”), the Company may, at its option, upon prior written notice as provided below, prepay all Bonds of such series at 100% of the principal amount so prepaid, together with interest on such principal amount accrued to the date of prepayment and without any Make-Whole Amount.
		

		
			The Company will give each holder of Bonds and the Trustee written notice of each optional redemption under this Section 2 not less than 30 days and not more than 45 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Bonds to be redeemed on such date, the principal amount of each Bond held by such holder to be redeemed (determined in accordance with Section 3 below), and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of the chief financial officer, principal accounting officer, treasurer or comptroller (each, for purposes of this Article I, a “Senior Financial Officer”) of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Bonds and the Trustee a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified redemption date.
		

		
			The term “Make-Whole Amount” means, with respect to any Bond, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:
		

		
			“Called Principal” means, with respect to any Bond, the principal of such Bond that is to be prepaid pursuant to this Section 2.
		

		
			“Discounted Value” means, with respect to the Called Principal of any Bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called 
		

		 


		

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		Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Bonds is payable) equal to the Reinvestment Yield with respect to such Called Principal.
		

		
			“Reinvestment Yield” means, with respect to the Called Principal of any Bond, 0.50% over the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between the yields Reported for the applicable most recently issued actively traded on-the-run U. S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Bond.
		

		
			If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Bond, 0.50% over the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date.  If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life.  The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.
		

		
			“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360 day year composed of twelve 30 day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.
		

		
			“Remaining Scheduled Payments” means, with respect to the Called Principal of any Bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the Bonds, then the amount of the next succeeding 
		

		 


		

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		scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to this Section 2.  
		

		
			“Settlement Date” means, with respect to the Called Principal of any Bond, the date on which such Called Principal is to be redeemed pursuant to this Section 2.
		

		
			SECTION 3.   In the case of each partial redemption of the Bonds, the principal amount of the Bonds to be redeemed shall be allocated among all of the Bonds at the time outstanding in proportion, as nearly as practicable, to their respective unpaid principal amounts thereof.
		

		
			SECTION 4.  Any redemption of the Bonds shall be effected in accordance with the provisions of Article V of the Original Indenture.
		

		
			SECTION 5.  All Bonds deemed to have been paid in full as provided in Section 2 and 3 of this Article I of this Forty-ninth 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. Any Bond paid in full, whether at maturity or earlier redemption, shall be surrendered to the Company and cancelled and shall not be reissued, and no Bond shall be issued in lieu of the principal amount of such Bond paid at maturity or redemption. In case part of an outstanding Bond shall be deemed to have been partially paid as provided in said Section 2 or Section 3, 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. The holder of a Bond that has been partially paid, shall not be required to surrender such Bond to the Trustee or the Company; provided, however, prior to any sale or other disposition of any Bond by a holder thereof, such holder will either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Bond to the Company in exchange for a new Bond or Bonds pursuant to Article II of the Original Indenture.  
		

		
			SECTION 6.The 3.64% Series due 2035 in the aggregate principal amount of $25,000,000, the 4.01% Series due 2040 in the aggregate principal amount of $15,000,000, the 4.06% Series due 2045 in the aggregate principal amount of $13,000,000 and the 4.11% Series due 2054 in the aggregate principal amount of $12,000,000 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.
		

		

		

		 


		

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			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 9.97% Series due 2018 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 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 any of the Subseries of the 1999 Medium Term Note Series issued under the Thirty-Third Supplemental Indenture (consisting of the 8.14% Subseries J due 2025, 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 5.05% 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, or on or before March 1 next occurring after the bonds of the 6.25% Series due 2017 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 6.75% Series due 2018 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.00% Series due 2033 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.00% Series due 2034 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.00% Series due 2039 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 4.75% Series due 2040 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 4.50% Series due 2042 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.00% Series due 2043 cease to be outstanding, or on or before March 1, next occurring after the bonds of the 3.79% Series due 2041 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 3.80% Series due 2042 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 3.85% Series due 2047 cease to be outstanding,  or on or before March 1, next occurring after the bonds of the 3.94% Series due 2031 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 4.61% Series due 2045 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 4.62% Series due 2046 cease to be outstanding, whichever is latest, and on or before March 1 in each year thereafter if and so long as any of the Bonds are outstanding, an amount in cash (the “Maintenance or Improvement Deposit”) equal to 9% of the Gross Operating 
		

		 


		

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		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
		

		
			(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);
		

		

		

		 


		

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		(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.
		

		
			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 
		

		 


		

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		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, of 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-ninth 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, 2013, and (ii) $20,000,000; (b) Stock Payments made more than forty (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) or (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.
		

		

		

		 


		

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		“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.
		

		
			“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.
		

		

		

		 


		

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		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-ninth 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) and shall be free from all liability for any action taken or not taken in reliance on such opinion or advice. 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 (as such terms are 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 
		

		 


		

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		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 the Federal Clean Water Act, as amended (33 U.S.C. §1251 et 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 substance contained within or released 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.
		

		
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		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, Forty-second, Forty-third, Forty-fourth, Forty-fifth, Forty-sixth, Forty-seventh and Forty-eighth Supplemental Indentures are hereby confirmed. All references in this Forty-ninth 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-ninth 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
		

		
			1735 Market Street, 6th Floor
		

		
			AIM No: 193-0650
		

		
			Philadelphia, PA 19103
		

		
			Attention:  Judy Wisniewski
		

		
			Telephone: 215-553-6941
		

		
			Fax:  215-553-6915
		

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

		
			SECTION 3.  All recitals in this Forty-ninth 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-ninth Supplemental Indenture is dated for convenience and for the purpose of reference as of December 1, 2014, the actual date or dates of execution hereof by the Company and the Trustee are as indicated by their respective acknowledgments annexed hereto. This Forty-ninth Supplemental Indenture is effective on December 29, 2014.
		

		

		

		 


		

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		SECTION 5.  In order to facilitate the recording or filing of this Forty-ninth 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.    
		

		
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		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.
		

			
					
						Maria Gordiany

					
					
						 

					
						 

					
						 /s/ Diana Moy Kelly

					
						 

					
						 

					
						 

				
	
					
						[CORPORATE SEAL]

					
						Attest:Maria Gordiany

					
					
						AQUA PENNSYLVANIA, INC.,

					
						as successor by merger to

					
						Philadelphia Suburban Water Company

					
						By: /s/ Diana Moy Kelly

					
						Name: Diana Moy Kelly

					
						Title: Treasurer 

				
	
					
						 

					
					
						 

				
	
					
						 

					
						 

					
						 

					
						 

					
						 

					
						Attest:Alex Briffett

					
						Authorized Officer

					
					
						THE BANK OF NEW YORK 

					
						MELLON TRUST COMPANY, N. A., 

					
						as Trustee

					
						By: /s/ Teresa Petta

					
						Name: Teresa Petta

					
						Title: Authorized Signer

				
	
					
						 

					
					
						 

				



		
			 
		

		

		

		 


		

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		The Bank of New York Mellon Trust Company, N.A., Mortgagee and Trustee named in the foregoing Forty-ninth 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.
		

		
			1735 Market Street, 6th Floor 
		

		
			AIM No: 193-0650
		

		
			Philadelphia, PA 19103
		

		
			Attention:  Judy Wisniewski
		

		
			Telephone: 215-553-6941
		

		
			Fax:  215-553-6915
		

			
					
						 

					
						 

					
						 

					
						 /s/ Teresa Petta

					
						Teresa Petta

					
						 

					
						 

					
						 

				
	
					
						THE BANK OF NEW YORK 

					
						MELLON TRUST COMPANY, N. A., 

					
						as Trustee

					
						 

					
						By: /s/ Teresa Petta

					
						Name: Teresa Petta

					
						Title: Authorized Signer

					
						 

				



		
			 
		

		

		

		 


		

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		COMMONWEALTH OF PENNSYLVANIA:
		

		
			COUNTY OF MONTGOMERY:
		

		
			On the 3rd day of December, 2014 before me, the Subscriber, a Notary Public for the Commonwealth of Pennsylvania, personally appeared Diana Moy Kelly, who acknowledged herself to be the Treasurer of Aqua Pennsylvania, Inc., a corporation, and that she as such Treasurer, being authorized to do so, executed the foregoing Forty-ninth 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 herself as such officer.
		

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

		
			[NOTARIAL SEAL]
		

		
			 
		

		
			/s/ Lisa S. Piotrowski
		

		 


		

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		ACKNOWLEDGMENT
		

		
			STATE OF CALIFORNIA
		

		
			COUNTY OF _____Los Angeles_________________)
		

		
			 
		

		
			 
		

		
			On ____12/04/2014____ before me, Cynthia Cerda, Notary Public personally appeared Teresa Petta, an authorized officer of The Bank of New York Mellon Trust Company, N.A., who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
		

		
			I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
		

		
			WITNESS my hand and official seal.
		

		
			Signature     /s/ Cynthia Cerda(Seal)
		

		
			 
		


		 


		

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						Exhibit A

					
					
						 

				
	
					
						Aqua Pennsylvania, Inc.

					
					
						 

				
	
					
						Schedule of First Mortgage Bonds as of September 30, 2014

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Interest

					
					
						Issue

					
					
						Maturity

					
					
						Original

					
					
						Balance @

					
					
						 

				
	
					
						Division

					
					
						Structure

					
					
						Rate

					
					
						Date

					
					
						Date

					
					
						Amount

					
					
						9/30/2014

					
					
						 

				
	
					
						Roaring Creek

					
					
						Tax Exempt

					
5.05% 
					
					
						11/30/04

					
					
						10/01/39

					
14,000,000 
					
14,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
5.00% 
					
					
						05/19/05

					
					
						11/01/36

					
21,770,000 
					
21,770,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
5.00% 
					
					
						05/19/05

					
					
						11/01/37

					
24,165,000 
					
24,165,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
5.00% 
					
					
						05/19/05

					
					
						11/01/38

					
25,375,000 
					
25,375,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
5.00% 
					
					
						12/28/05

					
					
						02/01/35

					
24,675,000 
					
24,675,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
5.00% 
					
					
						01/16/07

					
					
						02/01/40

					
23,915,000 
					
23,915,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
5.00% 
					
					
						01/16/07

					
					
						02/01/41

					
23,915,000 
					
23,915,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
5.25% 
					
					
						12/20/07

					
					
						07/01/42

					
24,830,000 
					
24,830,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
5.25% 
					
					
						12/20/07

					
					
						07/01/43

					
24,830,000 
					
24,830,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
6.25% 
					
					
						12/18/08

					
					
						10/01/17

					
9,000,000 
					
9,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
6.75% 
					
					
						12/18/08

					
					
						10/01/18

					
13,000,000 
					
13,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
5.00% 
					
					
						07/18/09

					
					
						10/01/39

					
58,000,000 
					
58,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
5.00% 
					
					
						11/17/09

					
					
						11/15/40

					
62,165,000 
					
62,165,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
4.75% 
					
					
						11/17/09

					
					
						11/15/40

					
12,520,000 
					
12,520,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
5.00% 
					
					
						11/17/10

					
					
						12/01/33

					
25,910,000 
					
25,910,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
5.00% 
					
					
						11/17/10

					
					
						12/01/34

					
19,270,000 
					
19,270,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
4.50% 
					
					
						11/17/10

					
					
						12/01/42

					
15,000,000 
					
15,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Tax Exempt

					
5.00% 
					
					
						11/17/10

					
					
						12/01/43

					
81,205,000 
					
81,205,000 
					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
503,545,000 
					
503,545,000 
					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
5.08% 
					
					
						05/10/04

					
					
						05/15/15

					
20,000,000 
					
20,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
5.17% 
					
					
						05/10/04

					
					
						05/10/17

					
7,000,000 
					
7,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
5.751% 
					
					
						05/10/04

					
					
						05/15/19

					
15,000,000 
					
15,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
5.751% 
					
					
						05/10/04

					
					
						05/15/19

					
5,000,000 
					
5,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
5.98% 
					
					
						05/10/04

					
					
						05/15/28

					
3,000,000 
					
3,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
6.06% 
					
					
						05/10/04

					
					
						05/10/27

					
15,000,000 
					
15,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
6.06% 
					
					
						05/10/04

					
					
						05/15/27

					
5,000,000 
					
5,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
6.89% 
					
					
						12/19/95

					
					
						12/15/15

					
12,000,000 
					
12,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						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 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
9.17% 
					
					
						11/01/91

					
					
						09/15/21

					
8,000,000 
					
2,800,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
9.29% 
					
					
						11/01/91

					
					
						09/15/26

					
12,000,000 
					
12,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
9.97% 
					
					
						06/01/88

					
					
						06/01/18

					
5,000,000 
					
5,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
3.79% 
					
					
						11/13/12

					
					
						12/01/41

					
40,000,000 
					
40,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
3.80% 
					
					
						11/13/12

					
					
						12/01/42

					
20,000,000 
					
20,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
3.85% 
					
					
						11/13/12

					
					
						12/01/47

					
20,000,000 
					
20,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
3.94% 
					
					
						10/24/13

					
					
						11/01/31

					
25,000,000 
					
25,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
4.61% 
					
					
						10/24/13

					
					
						11/01/45

					
25,000,000 
					
25,000,000 
					
					
						 

				
	
					
						Aqua Pa, Inc.

					
					
						Taxable

					
4.62% 
					
					
						10/24/13

					
					
						11/01/46

					
25,000,000 
					
25,000,000 
					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
281,000,000 
					
275,800,000 
					
					
						 

				



		
			 
		

		
			 
		


		

		

		 


		

			A-1

		


		

			 

		


		

			 

		


		

			118027225_1

		




 


		

			 

		




		EXHIBIT B
		

		
			RECORDING INFORMATION
		

		
			BUCKS, CHESTER, DELAWARE AND MONTGOMERY COUNTIES
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Bucks

					
					
						Chester

					
					
						Delaware

					
					
						Montgomery

				
	
					
						Indenture

					
					
						Date of 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

				
	
					
						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

				


		 


		

			B-1

		


		

			118027225_1

		




 


		

			 

		




			
					
						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

				
	
					
						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

				


		 


		

			B-2

		


		

			118027225_1

		




 


		

			 

		




			
					
						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

				
	
					
						Forty-third Supplemental

					
					
						12/08/08

					
					
						5961

					
					
						2131

					
						#2008099812

					
					
						12/08/08

					
						7556

					
					
						1527

					
						#10889672

					
					
						12/08/08

					
						4466

					
					
						1185

					
					
						12/08/08

					
						12504

					
					
						2585

					
						#2008115955

				
	
					
						Forty-fourth

					
						Supplemental

					
					
						07/14/09

					
					
						6158

					
					
						2032

					
						2009057188

					
					
						07/13/09

					
						7720

					
					
						1563

					
						#10943667

					
					
						07/09/09

					
						4579

					
					
						1919

					
						#2009042911

					
					
						07/14/09

					
						12659

					
					
						894

					
						#2009075197

				
	
					
						Forty-fifth

					
						Supplemental

					
					
						11/12/09

					
					
						6266

					
					
						1759

					
					
						11/12/09

					
						7808

					
					
						255

					
					
						11/12/09

					
						4654

					
					
						767

					
					
						11/12/09

					
						12735

					
					
						2281

				
	
					
						Forty-sixth

					
						Supplemental

					
					
						11/09/10

					
					
						Instrument #2010079859

					
					
						11/09/10

					
					
						673

					
					
						11/09/10

					
						4833

					
					
						1240

					
					
						11/15/10

					
						12958

					
					
						587

				
	
					
						Forty-seventh

					
					
						11/08/12

					
					
						Instrument #2012093134

					
					
						11/07/12

					
						8558

					
					
						1437

					
					
						11/07/12

					
						5216

					
					
						763

					
					
						11/05/12

					
						13445

					
					
						792

				
	
					
						Forty-Eighth

					
					
						10/17/13

					
					
						2013085842

					
					
						10/17/13

					
						8831

					
					
						255

					
					
						10/17/13

					
						5417

					
					
						627

					
					
						10/18/13

					
						13698

					
					
						2068

				



		
			 
		

		

		

		 


		

			B-3

		


		

			118027225_1

		




 


		

			 

		




		BERKS COUNTY
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Berks

				
	
					
						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

				
	
					
						Forty-third

					
						Supplemental

					
					
						12/09/08

					
					
						Instr. #200805825

				



		
			 
		

		

		

		 


		

			B-4

		


		

			118027225_1

		




 


		

			 

		




		BERKS COUNTY
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						Berks

				
	
					
						Indenture

					
					
						Date of Recording

					
					
						 

				
	
					
						Forty-fourth

					
						Supplemental

					
					
						07/14/09

					
					
						Instr. #2009033415

				
	
					
						Forty-fifth

					
						Supplemental

					
					
						11/12/09

					
					
						Instr. #2009053102

				
	
					
						Forty-sixth

					
						Supplemental

					
					
						11/12/10

					
					
						Instr. #2010044820

				
	
					
						Forty-seventh

					
						Supplemental

					
					
						11/07/12

					
					
						Instrument #2012046626

				
	
					
						Forty-Eighth

					
					
						10/18/13

					
					
						2013044549

				



		
			 
		

		

		

		 


		

			B-5

		


		

			118027225_1

		




 


		

			 

		




		
		

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

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Bradford

					
					
						Columbia

					
					
						Lawrence

					
					
						Mercer

				
	
					
						Indenture

					
					
						Date of

					
						Recording

					
					
						Instrument No.

					
					
						Date of Recording

					
					
						Instrument No.

					
					
						Date of

					
						Recording

					
					
						Book

					
					
						Page

					
					
						Date of 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

				
	
					
						Forty-third

					
						Supplemental

					
					
						12/10/08

					
					
						200821178

					
					
						12/11/08

					
					
						200812596

					
					
						12/12/08

					
					
						2008

					
					
						00014552

					
					
						12/12/08

					
					
						2008

					
						00014552

					
						 

				
	
					
						Forty-fourth

					
						Supplemental

					
					
						07/09/09

					
					
						200914068

					
					
						07/10/09

					
					
						200906468

					
					
						07/14/09

					
					
						2009

					
					
						005608

					
					
						07/09/09

					
					
						2009

					
						00007283

				
	
					
						Forty-fifth

					
						Supplemental

					
					
						11/12/09

					
					
						200924720

					
					
						11/12/09

					
					
						200910768

					
					
						11/13/09

					
					
						2009

					
					
						009439

					
					
						11/12/09

					
					
						2009

					
						00012159

				
	
					
						 

					
						Forty-Sixth

					
						Supplemental

					
					
						11/04/10

					
					
						201025652

					
					
						11/12/10

					
					
						201010292

					
					
						11/08/10

					
					
						2010

					
					
						009211

					
					
						11/05/10

					
					
						2010

					
						11283

				
	
					
						Forty-Seventh

					
						Supplemental

					
					
						11/06/12

					
					
						201230341

					
					
						11/07/12

					
					
						201210538

					
					
						11/07/12

					
					
						Instrument #2012-014826

					
					
						11/07/12

					
					
						Instrument #2012-00015794

				
	
					
						Forty-Eighth

					
					
						10/16/13

					
					
						201320454

					
					
						10/18/13

					
					
						201309891

					
					
						10/17/13

					
					
						2013-012664

					
					
						10/17/13

					
					
						2013-00017175

				



		
			 
		

		

		

		 


		

			B-6

		


		

			118027225_1

		




 


		

			 

		




		
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Northumberland

					
					
						Pike

					
					
						Schuylkill

					
					
						Wayne

				
	
					
						Indenture

					
					
						Date of Rec.

					
					
						Book

					
					
						Page

					
					
						Date of Rec.

					
					
						Book

					
					
						Page

					
					
						Date of 

					
						Rec.

					
					
						Book

					
					
						Page

					
					
						Date of 

					
						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

				
	
					
						Forty-third

					
						Supplemental

					
					
						12/10/08

					
					
						Instrument #200819618

					
					
						12/18/08

					
					
						2296

					
					
						268

					
					
						12/10/08

					
					
						2324

					
					
						2159

					
					
						12/09/08

					
					
						3633

					
					
						1

					
						1-45

				
	
					
						Forty-fourth

					
						Supplemental

					
					
						07/14/09

					
					
						2160

					
					
						680

					
						#200910564

					
					
						07/14/09

					
					
						2313

					
					
						2050

					
						#200900007071

					
					
						07/10/09

					
					
						2344

					
					
						842

					
						#200900009544

					
					
						07/10/09

					
					
						3777

					
					
						204

					
						#200900007610

				
	
					
						Forth-fifth

					
						Supplemental

					
					
						11/12/09

					
					
						Instrument #200917348

					
					
						11/13/09

					
					
						2323

					
					
						2637

					
					
						11/12/09

					
					
						2356

					
					
						1104

					
					
						11/12/09

					
					
						3888

					
					
						185

				
	
					
						Forty-Sixth

					
						Supplemental

					
					
						11/08/10

					
					
						Instrument #201016325

					
					
						11/04/10

					
					
						2349

					
					
						1850

					
					
						11/08/10

					
					
						2386

					
					
						2411

					
					
						11/08/10

					
					
						4127

					
					
						9

				
	
					
						Forty-Seventh

					
						Supplemental

					
					
						11/07/12

					
					
						Instrument #201217185

					
					
						11/06/12

					
					
						2402

					
					
						2160

					
					
						11/05/12

					
					
						2452

					
					
						1076

					
					
						11/06/12

					
					
						Instr. #201200008114

				
	
					
						Forty-Eighth

					
					
						10/17/13

					
					
						201316345

					
					
						10/17/13

					
					
						2434

					
					
						894

					
					
						10/17/13

					
					
						2486

					
					
						767

					
					
						10/17/13

					
					
						201300008077

				



		
			 
		

		

		

		 


		

			B-7

		


		

			118027225_1

		




 


		

			 

		




		
		

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

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ADAMS

					
					
						CARBON

					
					
						CUMBERLAND

					
					
						FOREST

				
	
					
						Indenture

					
					
						Date of Rec.

					
					
						Book

					
					
						Page

					
					
						Date of Rec.

					
					
						Book

					
					
						Page

					
					
						Date of Rec.

					
					
						Book

					
					
						Page

					
					
						Date of 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

				
	
					
						Forty-third

					
						Supplemental

					
					
						12/10/08

					
					
						5312

					
					
						110

					
						200800020691

					
					
						12/11/08

					
					
						1735

					
					
						864

					
						#7520A3.03

					
					
						12/11/08

					
					
						200839447

					
					
						 

					
					
						12/08/08

					
					
						255

					
					
						548

					
						#200800142

				
	
					
						Forty-fourth

					
						Supplemental

					
					
						07/13/09

					
					
						5390

					
					
						643

					
						200900011159

					
					
						07/10/09

					
					
						1778

					
					
						883

					
						#200905920

					
					
						07/10/09

					
					
						200924123

					
					
						 

					
					
						07/13/09

					
					
						258

					
					
						466

				
	
					
						Forty-fifth

					
						Supplemental

					
					
						11/13/09

					
					
						5431

					
					
						12

					
					
						11/12/09

					
					
						1805

					
					
						605

					
					
						11/13/09

					
					
						200938300

					
					
						 

					
					
						11/13/09

					
					
						260

					
					
						659

				
	
					
						Forty-sixth

					
						Supplemental

					
					
						11/09/10

					
					
						2010-00011579

					
					
						11/08/10

					
					
						1873

					
					
						355

					
					
						11/08/10

					
					
						201032542

					
					
						 

					
					
						11/15/10

					
					
						266

					
					
						855

				
	
					
						Forty-seventh

					
						Supplemental

					
					
						11/07/12

					
					
						5764/83

					
					
						11/05/12

					
					
						2007

					
					
						782

					
					
						11/06/12

					
					
						Instrument #201234441

					
					
						11/06/12

					
					
						277

					
					
						671

				
	
					
						Forty-Eighth

					
					
						10/16/13

					
					
						5885/454

					
					
						10/16/13

					
					
						Instr. 201308279

					
					
						n/a

					
					
						10/16/13

					
					
						Instrument # 201333958

					
					
						10/16/13

					
					
						283

					
					
						282

				



		
			 
		

		

		

		 


		

			B-8

		


		

			118027225_1

		




 


		

			 

		




		
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						JUNIATA

					
					
						LACKAWANNA

					
					
						LUZERNE

					
					
						MONROE

				
	
					
						Indenture

					
					
						Date of Rec.

					
					
						Book

					
					
						Page

					
					
						Date of Rec.

					
					
						Book

					
					
						Page

					
					
						Date of Rec.

					
					
						Book

					
					
						Page

					
					
						Date of 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

				
	
					
						Forty-second

					
						Supplemental

					
					
						12/13/07

					
					
						401

					
					
						0847

					
						#20073981

					
					
						12/17/07

					
					
						#200734133

					
					
						 

					
					
						12/17/07

					
					
						3007

					
					
						328532

					
						#5799531

					
					
						12/17/07

					
					
						2323

					
					
						4362

					
						#200745976

				
	
					
						Forty-third

					
						Supplemental

					
					
						12/08/08

					
					
						418

					
					
						356

					
						#2008004757

					
					
						12/11/08

					
					
						#200829528

					
					
						 

					
					
						12/11/08

					
					
						3008

					
					
						262977

					
						#5850129

					
					
						12/08/08

					
					
						2346

					
					
						263

					
						#200834800

				
	
					
						Forty-fourth

					
						Supplemental

					
					
						07/13/09

					
					
						428

					
					
						403

					
					
						07/10/09

					
					
						#200917720

					
					
						 

					
					
						07/14/09

					
					
						3009

					
					
						137259

					
						#5877023

					
					
						07/14/09

					
					
						2356

					
					
						6497

					
						#200917344

				
	
					
						Forty-fifth

					
						Supplemental

					
					
						11/13/09

					
					
						Instr. #2009003349

					
					
						11/12/09

					
					
						#200928049

					
					
						 

					
					
						11/12/09

					
					
						3009

					
					
						#225655

					
					
						11/13/09

					
					
						2362

					
					
						5600

				
	
					
						Forty-sixth

					
						Supplemental

					
					
						11/09/10

					
					
						Instr. # 2010-002859

					
					
						11/05/10

					
					
						2010-22001

					
					
						 

					
					
						11/12/10

					
					
						3010

					
					
						205710

					
					
						11/08/10

					
					
						2378

					
					
						5023

				
	
					
						Forty-seventh

					
						Supplemental

					
					
						11/05/12

					
					
						Instrument #201204749

					
					
						11/05/12

					
					
						Instrument #201221515

					
					
						11/5/12

					
					
						3012

					
					
						195945

					
					
						11/07/12

					
					
						2410

					
					
						6678

				
	
					
						Forty-Eighth

					
					
						10/18/13

					
					
						Instrument# 201304508

					
					
						10/17/13

					
					
						Instr.# 21321795

					
					
						10/17/13

					
					
						Instr. #201353931

					
					
						10/17/13

					
					
						2428

					
					
						9326

				



		
			 
		

		

		

		 


		

			B-9

		


		

			118027225_1

		




 


		

			 

		




		
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						NORTHAMPTON

					
					
						SNYDER

					
					
						SUSQUEHANNA

					
					
						WYOMING

				
	
					
						Indenture

					
					
						Date of 

					
						Rec.

					
					
						Book

					
					
						Page

					
					
						Date of Rec.

					
					
						Book

					
					
						Page

					
					
						Date of Rec.

					
					
						Book

					
					
						Page

					
					
						Date of Rec.

					
					
						Book

					
					
						Page

				
	
					
						Thirty-Eighth Supplemental

					
					
						11/22/04

					
					
						2004-1

					
					
						452932

					
					
						11/24/04

					
					
						631

					
					
						0001

					
					
						11/24/04

					
					
						Instr. #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

					
					
						Instr. #200504384

					
					
						5/18/05

					
					
						0522

					
					
						1289

				
	
					
						Fortieth Supplemental

					
					
						12/23/05

					
					
						2005-1

					
					
						521563

					
					
						12/27/05

					
					
						677

					
					
						684

					
					
						12/22/05

					
					
						Instr. #200512620

					
					
						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

					
					
						Instr. #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

					
					
						Instr. #200713519

					
					
						12/18/07

					
					
						#2007

					
					
						5154

				
	
					
						Forty-third

					
						Supplemental

					
					
						12/09/08

					
					
						2008-1

					
					
						320419

					
					
						12/12/08

					
					
						803

					
					
						217

					
						#220807546

					
					
						12/09/08

					
					
						Instr. #200818392

					
					
						12/10/08

					
					
						#2008

					
					
						6990

				
	
					
						Forty-fourth

					
						Supplemental

					
					
						07/10/09

					
					
						2009-1

					
					
						177314

					
						#2009024436

					
					
						07/14/09

					
					
						827

					
					
						786

					
						#200904115

					
					
						07/09/09

					
					
						Instr. #200911054

					
					
						07/10/09

					
					
						#2009

					
					
						4233

				
	
					
						Forty-fifth

					
						Supplemental

					
					
						11/12/09

					
					
						2009-1

					
					
						#284944

					
					
						11/12/09

					
					
						 

					
					
						#200906458

					
					
						11/13/09

					
					
						Instr. #2009016907

					
					
						11/12/09

					
					
						#2009

					
					
						9004

				
	
					
						Forty-sixth

					
						Supplemental

					
					
						11/08/10

					
					
						Instr. # 2010034053

					
					
						11/08/10

					
					
						#201006057

					
					
						11/3/10

					
					
						Instr. # 201019526

					
					
						11/03/10 

					
					
						2010

					
					
						10427

				
	
					
						Forty-seventh

					
						Supplemental

					
					
						11/06/12

					
					
						Instr. # 2012035708

					
					
						11/07/12

					
					
						Instr. #201206425

					
					
						11/06/12

					
					
						Instr. #201213685

					
					
						11/06/12

					
					
						2012

					
					
						5064

				
	
					
						Forty-Eighth

					
					
						10/16/13

					
					
						Instr.#2013036767

					
					
						10/17/13

					
					
						Instr. # 201306275

					
					
						10/18/13

					
					
						Instr. # 201313379

					
					
						10/18/13

					
					
						2013

					
					
						4775

				



		
			 
		

		

		

		 


		

			B-10

		


		

			118027225_1

		




 


		

			 

		




		
		

		
			LEHIGH AND CRAWFORD COUNTIES
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						LEHIGH

					
					
						CRAWFORD

				
	
					
						Indenture

					
					
						Date of Rec.

					
					
						Book

					
					
						Date of 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

				
	
					
						Forty-third

					
						Supplemental

					
					
						12/09/08

					
					
						2008001239

					
					
						12/10/08

					
					
						948

					
					
						860

					
						#200800012935

				
	
					
						Forty-fourth

					
						Supplemental

					
					
						07/10/09

					
					
						2009027356

					
					
						07/13/09

					
					
						971

					
					
						685

					
						#200900006196

				
	
					
						Forty-fifth

					
						Supplemental

					
					
						11/13/09

					
					
						2009044872

					
					
						11/12/09

					
					
						986

					
					
						1277

				
	
					
						Forty-sixth

					
						Supplement

					
					
						11/10/10

					
					
						2010037955

					
					
						11/16/10

					
					
						1027

					
					
						753

				
	
					
						Forty-seventh

					
						Supplement

					
					
						11/07/12

					
					
						Instrument #2012-005015

					
					
						11/05/12

					
					
						Instrument # 201200010609

				
	
					
						Forty-Eighth

					
					
						10/17/13

					
					
						Instrument # 201353931

					
					
						10/16/13

					
					
						Instrument #201300009525

				



		
			 
		

		
			 
		

		

		

		 


		

			B-11

		


		

			118027225_1

		




 


		

			 

		




		CLARION, VENANGO AND WARREN COUNTIES
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						CLARION

					
					
						VENANGO

					
					
						WARREN

				
	
					
						Indenture

					
					
						Date of Rec.

					
					
						Book

					
					
						Page

					
					
						Date of Rec.

					
					
						Book

					
					
						Page

					
					
						Date of Rec.

					
					
						Book

					
					
						Page

				
	
					
						Forty-fourth

					
						Supplemental

					
					
						07/10/09

					
					
						0790

					
					
						0674

					
						#2009-3120

					
					
						07/13/09

					
					
						544

					
					
						184

					
						#2009003193

					
					
						07/09/09

					
					
						1921

					
					
						4

					
						#2009-2683

				
	
					
						Forty-fifth

					
						Supplemental

					
					
						11/12/09

					
					
						Instr. #2009-5388

					
					
						11/12/09

					
					
						Instr. #2009005802

					
					
						11/13/09

					
					
						1953

					
					
						188 

				
	
					
						Forty-sixth

					
						Supplemental

					
					
						11/08/10

					
					
						Instr. #2010-005233

					
					
						11/05/10

					
					
						597

					
					
						625

					
					
						11/5/10

					
					
						2043

					
					
						94

				
	
					
						Forty-seventh

					
						Supplemental

					
					
						11/06/12

					
					
						Instrument #2012040499

					
					
						11/07/12

					
					
						Instrument # 2012-007086

					
					
						11/05/12

					
					
						2234

					
					
						32

				
	
					
						Forty-Eighth

					
					
						10/16/13

					
					
						Instrument #2013-004452

					
					
						10/16/13

					
					
						Instrument # 2013-00512

					
					
						10/16/13

					
					
						2324

					
					
						95

				



		
			 
		

		
			 
		

		
			CLEARFIELD COUNTY
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						Clearfield

				
	
					
						Indenture

					
					
						Date of Recording

					
					
						Instrument No.

				
	
					
						Forty-Ninth Supplemental

					
					
						10/18/13

					
					
						201314244

				



		
			 
		

		
			 
		


		

		

		 


		

			B-12

		


		

			118027225_1

		




 


		

			 

		




		EXHIBIT “c to 49th Supplement”
		

		
			recording information for acquired properties
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						Exhibit “C”

					
						Aqua Acquired Properties

				
	
					
						County

					
					
						Tax Parcel No.

					
					
						Deed Book - Page/Instrument No.

				
	
					
						Clearfield

					
					
						CO2-021-00122-00-21

					
						CO2-000-00126

					
						CO2-000-00019-DW-01

					
						CO2-021-00129-00-21

					
						CO2-000-00059

					
						CO2-017-00272-00-21

					
						CO2-017-00273-00-21

					
						CO2-017-00274-00-21

					
						CO2-018-00413-00-21

					
						CO2-018-00111-00-21

					
						CO2-018-00109-00-21

					
						CO2-021-00123-00-21

					
						CO2-021-00128-00-21

					
						CO2-021-00130-00-21

					
						CO2-021-00059-00-21

					
						CO2-021-00120-00-21

					
						CO2-018-00110-00-21

					
						CO2-021-00121-00-21

					
						 

					
					
						201302722

				
	
					
						Columbia

					
					
						23-06-003-01

					
						23-05-047-04

					
						23-05-047-03

					
					
						201202798

					
						201202798

					
						201202798

				
	
					
						Crawford

					
					
						200700015540

					
					
						906-772

				
	
					
						Luzerne

					
					
						13-P9-00A-04B-000

					
						35-D9S4-002-012

					
						P8S1-001-042

					
						P8S1-001-001

					
						WN-869-488

					
					
						3012 - 80187

					
						309 - 68695

					
						3011 - 203240

					
						3011 – 203240

					
						2092 - 248

				
	
					
						Montgomery

					
					
						67-00-04052-51-6 and

					
						67-00-02614-73-6

					
					
						02699 to 02710.1

				
	
					
						Snyder

					
					
						08-01-075

					
						08-02-048

					
						08-01-082

					
					
						823 – 66

					
						823 – 66

					
						823 - 66

				



		
			 
		

		

		

		 


		

			118027225_1

		




 


		

			 

		




		
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						Exhibit “C” - Continued

					
						Aqua Acquired Properties

				
	
					
						County

					
					
						Tax Parcel No.

					
					
						Deed Book - Page/Instrument No.

				
	
					
						Warren

					
					
						WN-008-649700

					
						WN-868-835500

					
						WN-868-911300

					
						WN-868-6798

					
						WN-869-488

					
						WN–869-442100

					
					
						RE1903 – 326

					
						RE1903 – 326

					
						RE1903 - 341

					
						RE1904 – 1

					
						RE-1903-334

					
						RE-2092-248

				
	
					
						Wayne

					
					
						27-0-02540-0044.0001

					
						27-0-0016-0040

					
						27-0-0027-0026

					
						27-0-0027-0029

					
						27-0-0027-0027

					
						11-0-0004-0021

					
						11-0-0004-0022

					
						11-0-0011-0063

					
						11-0-0002-0039

					
						11-0-0002-0040

					
						11-0-0002-0035

					
						11-0-0013-0028.0001

					
						11-0-0254-0081.0001

					
						11-0-0013-0013.0001

					
						14-0-0370-0044

					
						12-0-0050-0602

					
						12-0-0050-0604

					
						19-0-0042-0464.0001

					
						19-0-0042-0485

					
						 

					
					
						139 - 620

					
						235 - 676

					
						1157 - 323

					
						1175 - 267

					
						1175-267

					
						30-396

					
						114 - 136

					
						207 - 132

					
						711 - 197

					
						711 - 197

					
						711 - 197

					
						1126 - 210

					
						1156 - 67

					
						1158 – 149

					
						3678 - 283

					
						308-323

					
						308-323

					
						308-323

					
						308-323

					
						 

				
	
					
						Wyoming

					
					
						27-71.0-134-00

					
						27-71.0-97-00-00-43

					
					
						20092860

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

		 


		

			118027225_1