indenture_dec2008.htm


    


    


    
 

    ARTESIAN
      WATER COMPANY, INC.

    


    


    TO

    


    


    WILMINGTON
      TRUST COMPANY,

    As
      Trustee

    
 

    


    _____________________


    


    TWENTIETH
      SUPPLEMENTAL INDENTURE

    


    


    Dated
      as
      of December 1, 2008


    


    _____________________

    


    


    


    


    Supplemental
      to Indenture of Mortgage

    Dated
      as
      of July 1, 1961

    


    


    $15,000,000
      First Mortgage Bonds, Series S

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    TWENTIETH
      SUPPLEMENTAL INDENTURE, dated as of December 1, 2008, made by and between
      ARTESIAN WATER COMPANY, INC. (successor to Artesian Resources Corporation,
      formerly named “Artesian Water Company”, under the Original Indenture
      hereinafter referred to), a corporation organized and existing under the laws
      of
      the State of Delaware (hereinafter called the “Company”), party of the first
      part, and WILMINGTON TRUST COMPANY, a corporation organized and existing under
      the laws of the State of Delaware, having its principal office and place of
      business at Tenth and Market Streets, in the City of Wilmington, Delaware,
      as
      Trustee under the Original Indenture hereinafter referred to (hereinafter called
      the “Trustee”), party of
      the second part.

    WHEREAS,
      the Company is a wholly-owned subsidiary of ARTESIAN RESOURCES CORPORATION
      (its
      name having been changed from “Artesian Water Company”), a corporation organized
      and existing under the laws of the State of Delaware (hereinafter called the
      “Corporation”);
      and

    WHEREAS,
      the Corporation has heretofore executed and delivered to the Trustee an
      Indenture of Mortgage (hereinafter called the “Original Indenture”) dated as
      of July 1, 1961, and duly recorded the Original Indenture in the Recorder’s
      Office at Wilmington, in Mortgage Record A Volume 56, Page 1 etc., on the 13th
      day of November, A.D. 1961, for the purpose of securing First Mortgage Bonds
      of
      the Corporation to be issued from time to time in one or more series as therein
      provided; and

    WHEREAS,
      there have been issued under the Original Indenture $1,600,000 principal amount
      of First Mortgage Bonds, Series A, 4 1⁄2%, all of which were paid at maturity on
      November 1, 1978; and

    WHEREAS,
      there have been issued under the Original Indenture $1,000,000 principal amount
      of First Mortgage Bonds, Series B, 5 3/8%, the $912,750 remaining outstanding
      principal amount of which was paid at maturity on July 1, 1986; and

    WHEREAS,
      there have been issued under the Original Indenture as supplemented by a first
      supplemental indenture dated as of April 15, 1964 (hereinafter sometimes
      referred to as the “First
      Supplemental Indenture”), $1,250,000 principal amount of First Mortgage
      Bonds, Series C, 5 1/8%, the $1,225,000 remaining outstanding principal amount
      of which was paid at maturity on April 15, 1989; and

    WHEREAS,
      there have been issued under the Original Indenture, as supplemented by a second
      supplemental indenture dated as of June 1, 1970 (hereinafter sometimes referred
      to as the “Second Supplemental
      Indenture”), $1,000,000 principal amount of First Mortgage Bonds, Series
      D, 9 3/4%, the $640,000 remaining outstanding principal amount of which was
      paid
      at maturity on June 1, 1990; and

    WHEREAS,
      there have been issued under the Original Indenture as supplemented by a third
      supplemental indenture dated as of January 1, 1973 (hereinafter sometimes
      referred to as the “Third
      Supplemental Indenture”), $800,000 principal amount of First Mortgage
      Bonds, Series E, 8 1⁄2%, due January 1, 1998, all of which were redeemed on
      February 1, 1993; and

    WHEREAS,
      there have been issued under the Original Indenture, as supplemented by a fourth
      supplemental indenture dated as of November 1, 1975 (hereinafter sometimes
      referred to as the “Fourth
      Supplemental Indenture”), $1,500,000 principal amount of First Mortgage
      Bonds, Series F, 10 7/8%, due November 1, 1995, the $225,000 remaining
      outstanding principal amount of which was redeemed on February 1, 1993;
      and

    WHEREAS,
      there have been issued under the Original Indenture, as supplemented by a fifth
      supplemental indenture dated as of March 1, 1977 (hereinafter sometimes referred
      to as the “Fifth Supplemental
      Indenture”), $1,800,000 principal amount of First Mortgage Bonds, Series
      G, 8 7/8% due March 1, 1997, the $1,080,000 remaining outstanding principal
      amount of which was redeemed on February 1, 1993; and

    WHEREAS,
      there have been issued under the Original Indenture, as supplemented by a sixth
      supplemental indenture dated as of December 1, 1978 (hereinafter sometimes
      referred to as the “Sixth
      Supplemental Indenture”), $1,800,000 principal amount of First Mortgage
      Bonds, Series H, 9 3/4%, due December 1, 1998, the $1,260,000 remaining
      outstanding principal amount of which was redeemed on February 1, 1993;
      and

    WHEREAS,
      there have been issued under the Original Indenture, as supplemented by a
      seventh supplemental indenture dated as of November 1, 1981 (hereinafter
      sometimes referred to as the “Seventh Supplemental
      Indenture”), $3,000,000 principal amount of First Mortgage Bonds, Series
      I, 11 7/8%, due October 1, 1987, all of which were redeemed on October 1, 1986;
      and

    WHEREAS,
      the Company was organized for stated purposes that encompass the stated purposes
      of the Corporation in order that the Company could acquire from the Corporation
      substantially all of the Mortgaged Property (as such term is defined in the
      Original Indenture) as an entirety and to operate the same; and

    WHEREAS,
      the Corporation, the Company and the Trustee entered into an eighth supplemental
      indenture dated as of July 1, 1984 (hereinafter sometimes referred to as the
      “Original Eighth Supplemental
      Indenture”), providing for the succession and substitution of the Company
      to and for the Corporation with the same effect as if the Company had been
      named
      in the Original Indenture as the mortgagor, and providing for the assumption
      by
      the Company of, and the release and discharge of the Corporation from, all
      liability and obligation on and with respect to the Bonds and coupons issued
      under the Original Indenture and all the terms, covenants and conditions of
      the
      Original Indenture; and

    WHEREAS,
      the Corporation, the Company and the Trustee executed a certain corrected eighth
      supplemental indenture dated as of July 1, 1984 (hereinafter sometimes referred
      to as the “Corrected Eighth
      Supplemental Indenture”) which supplements and corrects certain
      descriptions of Mortgaged Property set forth in the Original Indenture (the
      Original Eighth Supplemental Indenture and the Corrected Eighth Supplemental
      Indenture being hereinafter sometimes referred to collectively as the “Eighth Supplemental
      Indenture”); and

    WHEREAS,
      on July 1, 1984, the Corporation conveyed and transferred substantially all
      the
      Mortgaged Property as an entirety, subject to the lien of the Original Indenture
      and all supplemental indentures thereto, to the Company; and

    WHEREAS,
      the Company has assumed and agreed that it will promptly pay or cause to be
      paid, the principal of and any premium that may be due and payable on and the
      interest on all the Bonds issued under the Original Indenture and all indentures
      supplemental thereto, and has agreed to perform, observe and fulfill, duly
      and
      punctually, all the terms, covenants and conditions of the Original Indenture
      and all indentures supplemental thereto stated therein to be performed, observed
      or fulfilled by the Corporation, and the Corporation has been released and
      discharged from all liability and obligation on and with respect to the Bonds
      and coupons issued under the Original Indenture and all terms, covenants and
      conditions of the Original Indenture and the Trustee has executed and delivered
      to the Company an instrument of partial defeasance dated April 4, 1986 pursuant
      to Article II of the Eighth Supplemental Indenture; and

    WHEREAS,
      there have been issued under the Original Indenture, as supplemented by a ninth
      supplemental indenture dated as of December 1, 1986 (hereinafter sometimes
      referred to as the “Ninth
      Supplemental Indenture”), $5,000,000 principal amount of First Mortgage
      Bonds, Series J, 9.55%, all of which were paid at maturity on December 1, 1996;
      and

    WHEREAS,
      there have been issued under the Original Indenture, as supplemented by a tenth
      supplemental indenture dated as of April 1, 1989 (hereinafter sometimes referred
      to as the “Tenth Supplemental
      Indenture”), $7,000,000 principal amount of First Mortgage Bonds, Series
      K, 10.17%, due April 1, 2009, all of which were redeemed on December 29, 2000;
      and

    WHEREAS,
      there have been issued under the Original Indenture, as supplemented by a
      eleventh supplemental indenture dated as of February 1, 1993 (hereinafter
      sometimes referred to as the “Eleventh Supplemental
      Indenture”), $10,000,000 principal amount of First Mortgage Bonds, Series
      L, 8.03%, all of which were redeemed on January 31, 2003; and

    WHEREAS,
      the Original Indenture has been further supplemented pursuant to a twelfth
      supplemental indenture dated as of December 5, 1995 (hereinafter sometimes
      referred to as the “Twelfth
      Supplemental Indenture”), which provided for the release from the
      Indenture of certain assets of the Company; and

    WHEREAS,
      there have been issued under the Original Indenture, as supplemented by a
      thirteenth supplemental indenture dated as of June 1, 1997 (hereinafter
      sometimes referred to as the “Thirteenth Supplemental
      Indenture”), $10,000,000 principal amount of First Mortgage Bonds, Series
      M, 7.84%, due December 31, 2007, all of which were redeemed on August 1, 2005;
      and

    WHEREAS,
      there have been issued under the Original Indenture, as supplemented by a
      Fourteenth Supplemental Indenture dated as of June 1, 1997 (hereinafter
      sometimes referred to as the “Fourteenth Supplemental
      Indenture”), $5,000,000 principal amount of First Mortgage Bonds, Series
      N, due December 31, 2007, all of which were redeemed on August 1, 2005;
      and

    WHEREAS,
      there have been issued under the Original Indenture, as supplemented by a
      Fifteenth Supplemental Indenture dated as of December 1, 2000 (hereinafter
      sometimes referred to as the “Fifteenth Supplemental
      Indenture”), $20,000,000 principal amount of First Mortgage Bonds, Series
      0, 8.17%, all of which were outstanding as of the date hereof; and

    WHEREAS,
      there have been issued under the Original Indenture, as supplemented by a
      Sixteenth Supplemental Indenture dated as of January 31, 2003 (hereinafter
      sometimes referred to as the “Sixteenth Supplemental
      Indenture”), $25,000,000 principal amount of First Mortgage Bonds, Series
      P, 6.58%, all of which were outstanding as of the date hereof; and

    WHEREAS,
      there have been issued under the Original Indenture, as supplemented by a
      Seventeenth Supplemental Indenture dated as of December 1, 2003 (hereinafter
      sometimes referred to as the “Seventeenth Supplemental
      Indenture”), $15,400,000 principal amount of First Mortgage Bonds, Series
      Q, 4.75%, all of which were outstanding as of the date hereof; and

    WHEREAS,
      there have been issued under the Original Indenture, as supplemented by an
      Eighteenth Supplemental Indenture dated as of August 1, 2005 (hereinafter
      sometimes referred to as the “Eighteenth Supplemental
      Indenture”), $25,000,000 principal amount of First Mortgage Bonds, Series
      R, 5.96%, all of which were outstanding as of the date hereof; and

    WHEREAS,
      there is no “Nineteenth Supplemental Indenture” supplementing the Original
      Indenture; and

    WHEREAS,
      the Company proposes to issue and sell not more than $15,000,000 principal
      amount of a new series of bonds to be designated as First Mortgage Bonds, Series
      S, to be issued under and secured by the Original Indenture, as supplemented
      by
      this Twentieth Supplemental Indenture dated as of December 1, 2008 (hereinafter
      sometimes referred to as the “Twentieth Supplemental
      Indenture”); and

    WHEREAS,
      the Company, pursuant to the provisions of the Original Indenture, has duly
      resolved and determined to make, execute and deliver to the Trustee this
      Twentieth Supplemental Indenture for the purpose of providing for the creation
      of the First Mortgage Bonds, Series S, to be issued under and secured by the
      Original Indenture, as supplemented (the Original Indenture, the First
      Supplemental Indenture, the Second Supplemental Indenture, the Third
      Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
      Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh
      Supplemental Indenture, the Eight Supplemental Indenture, the Ninth Supplemental
      Indenture, the Tenth Supplemental Indenture, the Eleventh Supplemental
      Indenture, the Twelfth Supplemental Indenture, the Thirteenth Supplemental
      Indenture, the Fourteenth Supplemental Indenture, the Fifteenth Supplemental
      Indenture, the Sixteenth Supplemental Indenture, the Seventeenth Supplemental
      Indenture, the Eighteenth Supplemental Indenture, this Twentieth Supplemental
      Indenture and all indentures supplemental to the Original Indenture hereafter
      executed, being hereinafter sometimes called the “Indenture”); and

    WHEREAS,
      all things necessary to make $15,000,000 aggregate principal amount of the
      First
      Mortgage Bonds, Series S, when duly executed by the Company and authenticated
      and delivered by the Trustee, legally valid and binding obligations of the
      Company entitled to the benefits and security of the Indenture, and to make
      this
      Twentieth Supplemental Indenture a legally valid and binding obligation of
      the
      Company, enforceable against the Company in accordance with its terms, have
      been
      done and performed; and

    WHEREAS,
      the issuance of the First Mortgage Bonds, Series S, as herein provided, has
      been
      in all respects duly authorized by the Company as provided in the
      Indenture.

    NOW,
      THEREFORE, THIS INDENTURE WITNESSETH THAT ARTESIAN WATER COMPANY, INC., in
      consideration of the premises and of the acceptance by the Trustee of the trusts
      hereby created and of the purchase and acceptance of the First Mortgage Bonds,
      Series S, by CoBank, ACB (hereinafter sometimes referred to as “CoBank”) pursuant to the
      Bond
      Purchase Agreement dated as of December 1, 2008 (hereinafter sometimes referred
      to as the “Bond Purchase
      Agreement”) and of One Dollar to the Company duly paid by the Trustee at
      or before the ensealing and delivery of these presents, for itself and its
      successors, intending to be legally bound hereby, does hereby ratify and confirm
      its mortgage and pledge to the Trustee of all property described in the Original
      Indenture, the First Supplemental Indenture, the Second Supplemental Indenture,
      the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
      Supplemental Indenture, the Eighth Supplemental Indenture, the Thirteenth
      Supplemental Indenture, the Fifteenth Supplemental Indenture, the Sixteenth
      Supplemental Indenture, the Seventeenth Supplemental Indenture, and this
      Twentieth Supplemental Indenture (except such thereof as may heretofore have
      been released from the lien of the Indenture in accordance with the terms
      thereof);

    TOGETHER
      with all and singular the tenements, hereditaments and appurtenances belonging
      or in any wise appertaining to the aforesaid property and rights or any part
      thereof, with the reversion and reversions, remainder and remainders, and to
      the
      extent permitted by law, all 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, that the Company now has or may
      hereafter acquire in and to the aforesaid premises, property and rights and
      every part and parcel thereof;

    SAVING
      AND EXCEPTING, HOWEVER, from the property hereby mortgaged and pledged all
      of
      the property of every kind and type saved and excepted from the Original
      Indenture, by the terms thereof;

    SUBJECT,
      HOWEVER, to the exceptions, reservations and matters of the kind and type
      recited in the Original Indenture;

    TO
      HAVE
      AND TO HOLD all said premises, property and rights granted, bargained, sold,
      released, conveyed, transferred, assigned, mortgaged, pledged, set over and
      confirmed by the Company as aforesaid or intended so to be unto the Trustee
      and
      its successors in the trust and their assigns forever;

    IN
      TRUST,
      NEVERTHELESS, upon the terms and trusts set forth in the Original Indenture
      for
      the equal and proportionate benefit and security of those who shall hold or
      own
      the bonds and coupons issued and to be issued under the Indenture, or any of
      them, without preference of any of said bonds and coupons over any others
      thereof by reason of priority in the time of the issue or negotiation thereof
      or
      by reason of the date or maturity thereof, or for any other reason whatsoever;
      subject, however, to the provisions with respect to extended, pledged and
      transferred coupons contained in Section 4.02 of the Original Indenture.

    AND
      THIS
      INDENTURE FURTHER WITNESSETH THAT, in consideration of the premises and of
      such
      acceptance or purchase of the First Mortgage Bonds, Series S, by CoBank, and
      of
      said sum of One Dollar to the Company duly paid by the Trustee at or before
      the
      ensealing and delivery of these presents, the Company, for itself and its
      successors, intending to be legally bound hereby does covenant to and agree
      with
      the Trustee and its successors in the trust, for the benefit of those who shall
      hold or own such Bonds, or any of them, as follows:

     

     

    ARTICLE
      I

     

     

    FIRST
      MORTGAGE BONDS, SERIES S

     

    Section
      1.1 Designation
      and Amount.

     

          A
      series of
      Bonds to be issued under the Original Indenture as heretofore supplemented
      and
      as supplemented hereby and secured thereby and hereby is hereby created which
      shall be designated as, and shall be distinguished from the Bonds of all other
      series by the title, “First Mortgage Bonds, Series S” herein referred to as the
“Series S Bonds.”  The aggregate principal amount of the Series S
      Bonds shall not exceed $15,000,000.

     

    Section
      1.2 Bond
      Terms.

     

      The
      Series S Bonds shall be dated the date of their authentication and shall bear
      interest from such date, except as otherwise provided for Bonds issued upon
      subsequent exchanges and transfers by Section 2.06 of the Original Indenture,
      shall mature and be subject to redemption in a principal amount equal to
      $150,000 per calendar quarter, payable on the first Business Day of January,
      April, July and October in each year, beginning with the first Business Day
      of
      January, 2009, with all then outstanding principal due and payable on December
      31, 2033 (the “Maturity
      Date”).  Business Day shall mean any day that CoBank is open
      for business, except any day when Federal Reserve Banks are closed.

    The
      Series S Bonds shall initially bear interest at 6.73% per annum, from the date
      of their authentication through and including, March 1, 2016 (the “Initial
      Period”).  Thereafter, the Series S Bonds shall bear interest
      at a fixed annual interest rate to be quoted by CoBank in its sole and absolute
      discretion for a period extending through the Maturity Date; provided, that
      at
      the request of the Company with CoBank’s written consent and upon terms
      acceptable to CoBank in its sole and absolute discretion, the interest rate
      on
      the Series S Bonds may be fixed for such shorter period as shall be agreed
      to by
      the Company and CoBank.  The Company shall request that CoBank fix the
      interest rate on the Series S Bonds no later than three Business Days prior
      to
      (i) the expiration of the Initial Period and (ii) the expiration of each
      successive interest period (each, an “Interest Period”) that
      terminates prior to the Maturity Date (in each case, as agreed to by CoBank
      in
      its sole and absolute discretion).  CoBank shall notify the Company of
      its determination of the new interest rate within three days of a request by
      the
      Company to fix the interest rate.

    For
      any
      period following the Initial Period that either (i) the Company does not request
      that CoBank fix the interest rate on the Series S Bonds in accordance with
      this
      Twentieth Supplemental Indenture prior to the termination of an Interest Period
      or (ii) CoBank does not fix the interest rate on the Series S Bonds within
      three
      days of a request by the Company, unless otherwise agreed to between the Company
      and CoBank, each acting in their sole and absolute discretion, the Series S
      Bonds shall bear interest at a variable annual interest rate equal, on any
      day,
      to the higher of (a) the Prime Rate (as hereinafter defined) or
      (b) the sum of the Federal Funds Rate (as hereinafter defined) plus 0.50% (such
      rate
      of interest, the “Base
      Rate”).  Such Series S Bonds shall continue to accrue interest
      at the Base Rate until, in the case of a failure by the Company to request
      that
      CoBank fix the interest rate on the Series S Bonds, three Business Days
      following a request by the Company to CoBank to so fix the interest rate, or,
      in
      the case of CoBank not fixing the interest rate on the Series S Bonds within
      three days of a request by the Company, until such time as CoBank fixes the
      interest rate.  The term “Prime Rate” shall mean a base
      rate of interest per annum equal, on any day, to the rate of interest published
      on such day in the Eastern Edition of The Wall Street Journal as
      the average prime lending rate for 75% of the United States’ 30 largest
      commercial banks, or if the Eastern Edition of The Wall Street Journal or
      such rate is not published on such day, such rate as last published in the
      Eastern Edition of The Wall
      Street Journal.  In the event the Eastern Edition of The Wall Street Journal
      ceases to publish such rate or an equivalent, the term “Prime Rate” shall be
      determined by reference to such other regularly published prime rate based
      upon
      any averaging of such 30 banks, as CoBank shall determine, or if no such
      published average prime rate is available, then the term “Prime Rate” shall mean
      a variable rate of interest per annum as determined by CoBank equal to the
      highest of the “prime rate,” “reference rate,” “base rate” or other similar rate
      announced from time to time by any of Bank of America or Citibank as selected
      by
      CoBank (with the understanding that any such rate may merely be a reference
      rate
      and may not necessarily represent the lowest or best rate actually charged
      to
      any customer by such bank).  The “Prime Rate” shall change on a date
      established by CoBank as the effective date of any change therein and CoBank
      shall notify the Company of any such change.  The term “Federal Funds Rate” shall
      mean, for any day, the rate of interest per annum (rounded upward, if necessary,
      to the nearest whole multiple of 1/100 of 1%) equal to the weighted average
      of
      the rates on overnight federal funds transactions with partners of the Federal
      Reserve System arranged by federal funds brokers, as published by the Federal
      Reserve Bank of New York on the Business Day next succeeding such day, provided that
      (i) if such day is not a Business Day, the Federal Funds Rate for such day
      shall be such rate on such transactions on the next preceding Business Day
      and
      (ii) if no such rate is so published on the next succeeding Business Day,
      the Federal Funds Rate for such day shall be the average rate quoted to CoBank
      on such day on such transactions as determined by CoBank.

    Interest
      on the Series S Bonds is payable on the first Business Day (as hereinafter
      defined) of January, April, July and October of each year, beginning with the
      first Business Day of January, 2009, and on the Maturity Date, until the
      Company’s obligation with respect to the payment of principal, premium (if any)
      and interest shall be discharged.

    The
      Series S Bonds shall be issuable as registered bonds without coupons in the
      denominations of One Hundred Fifty Thousand Dollars ($150,000) and any multiple
      thereof, numbered SR-l and upwards.

    Unless
      otherwise agreed to in writing by the Company and the holders of the Series
      S
      Bonds, the payment of the principal of, premium (if any) and interest on, the
      Series S Bonds shall be made by wire transfer of immediately available funds
      for
      the advice and credit of CoBank to ABA No. 30708875-4, reference: CoBank for
      the
      benefit of Artesian Water Company, Inc. (or to such other account as CoBank
      may
      direct by notice).  Funds received by wire before 3:00 p.m. Eastern
      time shall be credited on the day received and funds received by wire after
      3:00
      p.m. Eastern time shall be credited the next Business Day.

    The
      Series S Bonds shall be redeemable as provided in the Original Indenture, in
      whole or in part, at any time or from time to time, either (i) at the option
      of
      the Company, (ii) pursuant to any provision of the Original Indenture or the
      Bond Purchase Agreement requiring or authorizing such redemption or (iii)
      pursuant to Section 2.5 of this Twentieth Supplemental Indenture.  Any
      redemption of the Series S Bonds shall be effected in accordance with the
      provisions of Article V of the Original Indenture and the provisions of this
      Section 1.2.

    In
      accordance with the provisions of Section 6.07 of the Original Indenture, in
      the
      event that either (i) all or substantially all the property of the Company
      at
      the time subject to the lien of the Indenture as a first mortgage lien thereon
      or (ii) all or substantially all of the property of the Company at the time
      subject to the lien of the Indenture as a first mortgage lien thereon that
      is
      used or useful in connection with the business of the Company as a water company
      or as a water utility shall be released from the lien of the Indenture under
      the
      provisions of Section 6.03 or Section 6.06 of the Original Indenture, then
      all
      of the Bonds then outstanding including the Series S Bonds are to be
      redeemed.

    The
      redemption of any or all of the Series S Bonds shall be at a redemption price
      equal to the sum of (i) the aggregate principal amount thereof to be redeemed,
      plus (ii) the interest accrued thereon to the date fixed for redemption, plus,
      (iii) except with respect to a redemption of any or all Series S Bonds (a)
      pursuant to Section 2.5 of this Twentieth Supplemental Indenture or (b)
      occurring on the last day of the Initial Period or any Interest Period
      thereafter or while the Series S Bonds are accruing interest at the Base Rate,
      a
“Redemption Premium” (as
      hereinafter defined) determined three (3) Business Days prior to the date fixed
      for redemption.  CoBank will furnish notice to the Company and the
      Trustee, by telecopy or other same-day written communication, on a date at
      least
      two (2) Business Days prior to the date fixed for redemption of the Series
      S
      Bonds, of the Redemption Premium, if any, applicable to such redemption and
      the
      calculations, in reasonable detail, used to determine the amount of any such
      Redemption Premium.  As used herein, the term Redemption Premium shall
      mean and be calculated as follows:

    (A) Determine
      the difference between: (i) CoBank’s cost of funds (determined in accordance
      with its standard methodology) on December 1, 2008, minus (ii) CoBank’s cost of
      funds (determined in accordance with such methodology) on the Redemption Date
      or
      other date fixed for redemption to fund the purchase of new bonds for a period
      ending on the Maturity Date.  For the purposes of the remaining
      calculations, if such difference is negative, such difference shall be deemed
      to
      equal zero.

     

    (B) Add
1⁄2
of
      1% to such difference (such that the minimum result shall at all times be 1⁄2 of
      1%).

     

    (C) For
      each
      annual period (from each January 1) or part thereof during which the Series
      S
      Bonds being redeemed were scheduled to be outstanding, multiply the amount
      determined in (B) above by the principal amount of the Series S Bonds being
      redeemed which was scheduled to be outstanding during such annual
      period;

     

    (D) Determine
      the present value of the amount determined in (C) above based upon the scheduled
      time that interest on the Series S Bonds redeemed would have been payable and
      a
      discount rate equal to the rate referred to in (A)(ii) above.  That
      result shall be the Redemption Premium.

     

    The
      principal of the Series S Bonds may be declared or may become due and payable
      prior to the Maturity Date, in the manner and with the effect and subject to
      the
      conditions provided in the Original Indenture and this Twentieth Supplemental
      Indenture (i) upon the occurrence of an Event of Default as provided in the
      Original Indenture, (ii) as provided in the Bond Purchase Agreement or (iii)
      as
      described in Section 2.5 of this Twentieth Supplemental
      Indenture.  Upon the principal of the Series S Bonds becoming due and
      payable on (i) the Maturity Date or (ii) a date prior to the Maturity Date
      as
      provided in this Section 1.2 or Section 2.5 of this Twentieth Supplemental
      Indenture, any unpaid principal, premium (if any) and interest payment shall
      automatically accrue interest at 4% per annum in excess of the Base Rate.

    The
      Series S Bonds shall be registerable, transferable, and exchangeable as provided
      in Article II of the Original Indenture and this Section 1.2; provided that
      the
      Series S Bonds shall not be issued as coupon Bonds.

    


     

    Section
      1.3 Form
      of
      Bond.

     

      The
      text of the registered Series S Bonds and of the authentication certificate
      of
      the Trustee upon said Bonds shall be, respectively, substantially as
      follows:

     

    FORM
      OF
      REGISTERED SERIES S BOND WITHOUT COUPONS

    THIS
      BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      AND
      MAY NOT BE OTHERWISE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED
      PURSUANT TO THE PROVISIONS OF SAID SECURITIES ACT OR UNLESS AN EXEMPTION FROM
      SUCH REGISTRATION IS AVAILABLE.

    


    THIS
      BOND HAS BEEN ISSUED PURSUANT TO AND SUBJECT TO THE TERMS AND CONDITIONS OF
      AN
      AGREEMENT WITH THE COMPANY DATED AS OF DECEMBER 1, 2008, A COPY OF WHICH IS
      ON
      FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.

    


    No.
      SR-__                                                                                                                     
           
$__________

    


    ARTESIAN
      WATER COMPANY, INC.

    FIRST
      MORTGAGE BONDS, SERIES S

    Due
      December 31, 2033

    


    ARTESIAN
      WATER COMPANY, INC., a corporation organized and existing under the laws of
      the
      State of Delaware (hereinafter called the “Company”, which term shall
      include any successor corporation as defined in the Original Indenture
      hereinafter referred to), for value received, hereby promises to pay to
      ______________________________________ or registered assigns, on the first
      business day of January, April, July and October in each year, beginning with
      the first Business Day of January, 2009, the sum of One Hundred Fifty Thousand
      Dollars, and on December 31, 2033 (the “Maturity Date”), all then
      outstanding principal, in each case in coin or currency of the United States
      of
      America that at the time of payment is legal tender for the payment of public
      and private debts, and to pay in like coin or currency interest thereon to
      the
      registered owner hereof, from the date hereof, at a rate equal to 6.73% per
      annum, through and including, March 1, 2016, and thereafter at such rate(s)
      and
      for such period(s) as provided in the Twentieth Supplemental Indenture
      hereinafter mentioned, such interest payable on the first Business Day of
      January, April, July and October of each year, beginning with the first Business
      Day of January, 2009, and on the Maturity Date, until the Company’s obligation
      with respect to the payment of such principal, premium (if any) and interest
      shall be discharged.  Overdue payments of principal, premium (if any)
      and interest shall bear interest as provided in the Twentieth Supplemental
      Indenture hereinafter mentioned.  Unless otherwise agreed to in
      writing by the Company and the holders of the Series S Bonds hereinafter
      mentioned, payments of principal, premium (if any) and interest are to be made
      by wire transfer of immediately available funds for the advice and credit to
      CoBank to ABA No. 30708875-4, reference: CoBank for the benefit of Artesian
      Water Company, Inc. (or to such other account as CoBank may direct).

    This
      bond
      is one of an authorized issue of bonds of the Company known as its First
      Mortgage Bonds (herein called the “Bonds”), not limited in
      aggregate principal amount except as provided in the Original Indenture
      hereinafter mentioned, all issued and to be issued in one or more series under
      and equally secured by an Indenture of Mortgage dated as of July 1, 1961 (herein
      called the “Original
      Indenture”), executed by Artesian Resources Corporation (then named
      Artesian Water Company), a corporation organized and existing under the laws
      of
      the State of Delaware (hereinafter called the “Corporation”) and by
      Wilmington Trust Company, as trustee (herein called the “Trustee”).  The
      Original Indenture has heretofore been supplemented by eighteen supplemental
      indentures, including an Eighth Supplemental Indenture dated as of July 1,
      1984,
      pursuant to which the Company assumed all of the obligations of the Corporation
      under the Original Indenture, and by a Twentieth Supplemental Indenture dated
      as
      of December 1, 2008 (hereinafter called the “Twentieth Supplemental
      Indenture”).  Reference is hereby made to the Original
      Indenture as so supplemented for a description of the property mortgaged and
      pledged, the nature and extent of the security, the terms and conditions upon
      which the Bonds are and are to be issued and secured and the rights of the
      holders or registered owners thereof and of the Trustee in respect of such
      security.  As provided in the Original Indenture, the Bonds may be
      issued in one or more series for various principal sums, may bear different
      dates and mature at different times, may bear interest at different rates and
      may otherwise vary as provided or permitted in the Original Indenture, as
      supplemented.  This Bond is one of the Bonds described in the
      Twentieth Supplemental Indenture and designated therein as “First Mortgage
      Bonds, Series S” (hereinafter called the “Series S
      Bonds”).  To the extent permitted by, and as provided in, the
      Original Indenture or any indenture supplemental thereto, modifications or
      alterations of the Original Indenture, or of an indenture supplemental thereto,
      and of the rights and obligations of the Company and of the rights of the
      holders of the Bonds issued and to be issued thereunder, may be made with the
      consent of the Company by an affirmative vote of the holders of not less than
      sixty-six and two-thirds per cent (66 2/3%) in aggregate principal amount of
      the
      Bonds then outstanding under the Original Indenture and entitled to vote and
      affected by such modification or alteration, at a meeting of bondholders called
      and held as provided in the Original Indenture, and, in case one or more but
      less than all of the series of the Bonds then outstanding under the Original
      Indenture and entitled to vote would be affected by the modification or
      alteration differently from or without affecting the Bonds of any of the other
      series, by an affirmative vote of the holders of not less than sixty-six and
      two-thirds per cent (66 2/3%) in aggregate principal amount of the Bonds of
      each
      series so affected, or in either case by the written consent of the holders
      of
      such percentages of Bonds; provided, however, that no such modification or
      alteration may be made that would extend the maturity of, or reduce the
      principal amount of, or reduce the rate of, or extend the time of payment of
      interest on, or reduce any premium payable upon any redemption of, this Bond,
      or
      modify the terms of payment of principal or interest, or reduce the percentage
      required for the taking of any such action, without the express consent of
      the
      holder hereof.

    No
      reference herein to the Original Indenture or to any indenture supplemental
      thereto and no provision of this Bond or of the Original Indenture or of any
      indenture supplemental thereto shall alter or impair the obligation of the
      Company, which is absolute and unconditional, to pay the principal of, premium
      (if any) and interest on this Bond at the time and place and at the rate and
      in
      the coin or currency herein prescribed.

    The
      Series S Bonds shall be redeemable as provided in the Original Indenture and
      the
      Twentieth Supplemental Indenture.

    The
      principal of the Series S Bonds may be declared or may become due prior to
      the
      Maturity Date, in the manner and with the effect and subject to the conditions
      provided in the Original Indenture and the Twentieth Supplemental
      Indenture.

    This
      Bond
      is transferable by the registered owner hereof, in person or by duly authorized
      attorney, on books of the Company to be kept for that purpose at the principal
      office of the Trustee in the City of Wilmington, Delaware, or, if there be
      a
      successor trustee, at its principal office, upon surrender hereof at such office
      for cancellation 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 registered
      Bond or Series S Bonds, in an authorized denomination or denominations, of
      a
      like aggregate principal amount; and the registered owner of any registered
      Series S Bonds may surrender the same as aforesaid at said office in exchange
      for a like aggregate principal amount of Bonds of like form of other authorized
      denominations, all upon payment of the charges and subject to the terms and
      conditions specified in the Original Indenture.

    The
      Company and the Trustee may deem and treat the person in whose name this Bond
      shall at the time be registered on the books of the Company as the absolute
      owner hereof for all purposes whatsoever (except as otherwise provided in
      Article XIV of the Original Indenture with respect to bondholders’ meetings and
      consents); and payment of or on account of the principal of, premium (if any)
      and interest on this Bond shall be made only to or upon the order in writing
      of
      such registered owner hereof; and all such payments shall be valid and effectual
      to satisfy and discharge the liability upon this Bond to the extent of the
      sum
      or sums so paid.

    No
      recourse under or upon any obligation, covenant or agreement contained in the
      Original Indenture or in any indenture supplemental thereto, or in any Bond
      thereby secured, or because of any indebtedness thereby secured, shall be had
      against any incorporator or against any past, present or future stockholder,
      officer or director, as such, of the Company or of any successor corporation,
      either directly or through the Company or any successor corporation under any
      rule of law, statute or constitutional provision or by the enforcement of any
      assessment or by any legal or equitable proceeding or otherwise; it being
      expressly agreed and understood that the Original Indenture, any indenture
      supplemental thereto and the obligations thereby secured, are solely corporate
      obligations, and that no personal liability whatever shall attach to, or be
      incurred by, any incorporators, stockholders, officers or directors, as such,
      of
      the Company or any successor corporation or any of them, because of the
      incurring of the indebtedness thereby authorized, or under or by reason of
      any
      of the obligations, covenants or agreements, expressed or implied, contained
      in
      the Original Indenture or in any indenture supplemental thereto or in any of
      the
      Bonds thereby secured.

    This
      Bond
      shall not be entitled to any benefit under the Original Indenture or any
      indenture supplemental thereto, and shall not become valid or obligatory for
      any
      purpose until Wilmington Trust Company, as Trustee under the Indenture, or
      a
      successor trustee thereunder, shall have signed the form of authentication
      certificate endorsed hereon.

     IN
      WITNESS WHEREOF, ARTESIAN WATER COMPANY, INC., has caused this Bond to be signed
      in its name by its Chief Financial Officer and its corporate seal (or a
      facsimile thereof) to be hereto affixed and attested by its Secretary or an
      Assistant Secretary, and this Bond to be dated December 1, 2008.

    


    ARTESIAN
      WATER COMPANY, INC.

    


    


    


    By:____________________________

    


    Attest:

    


    


    


    ___________________________

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    FORM
      OF
      TRUSTEE’S AUTHENTICATION CERTIFICATE

    FOR
      SERIES S BONDS

    


    TRUSTEE’S
      AUTHENTICATION CERTIFICATE

    


    


    This
      Bond
      is one of the Bonds, of the series designated therein, described in the
      within-mentioned Original Indenture, as supplemented.

    


    WILMINGTON
      TRUST COMPANY, as Trustee,

    


    


    By:________________________________

         Authorized
      Officer

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      II

     

     

    COVENANTS
      OF THE COMPANY

     

    The
      Company hereby covenants and agrees that, without the prior written consent
      of
      the holders of not less than sixty-six and two-thirds percent (66 2/3%) in
      principal amount of the Series S Bonds then outstanding, so long as any of
      the
      Series S Bonds are outstanding:

    Section
      2.1 Series
      S
      Dividend Restriction.

     

      No
      dividends or other distributions of cash or other assets shall be declared
      or
      paid, directly or indirectly, on any shares of common stock of the Company,
      nor
      shall any shares of common stock of the Company be purchased, redeemed, retired,
      or otherwise acquired by the Company, if immediately after such declaration,
      payment, retirement, redemption or acquisition, the aggregate capital of the
      Company and its subsidiaries, on a consolidated basis, attributable to its
      common stock, surplus and retained earnings would be less than
      $75,000,000.  In determining the aggregate consolidated capital of the
      Company and its subsidiaries attributable to its common stock, its surplus,
      and
      its retained earnings for the purpose of this Section 2.1, any write-up of
      assets, or write-down or write-off of the excess over original cost of property
      made on the books of the Company subsequent to December 31, 2007 shall be
      disregarded.

     

    Section
      2.2 Restrictions
      on Funded Indebtedness.

     

      The
      Company shall not incur, assume, guarantee or in any other manner become liable,
      with respect to any “Funded
      Indebtedness” (as hereinafter defined) or permit any subsidiary to incur
      any Funded Indebtedness, if immediately thereafter, the total amount of Funded
      Indebtedness then outstanding, would exceed sixty-six and two-thirds per cent
      (66 2/3%) of the “Total
      Permanent Capital” (as hereinafter defined) of the Company and its
      consolidated subsidiaries.

     

    Funded
      Indebtedness shall mean all bonds, debentures and other evidence of indebtedness
      of the Company and its subsidiaries, secured or unsecured, for money borrowed,
      but excluding (i) indebtedness maturing on demand or within one year from the
      date incurred and not renewable or extendable at the option of the debtor,
      (ii)
      indebtedness of the Company to any subsidiary and any indebtedness of a
      subsidiary to the Company, and (iii) indebtedness that has been called for
      redemption and for the payment of which monies have been irrevocably deposited
      with a trustee.  Funded Indebtedness shall include the portion of
      bonds, notes or other indebtedness maturing, or required to be redeemed, within
      one year from the date as of which Funded Indebtedness is being
      determined.

    Total
      Permanent Capital shall mean, with respect to the Company and its subsidiaries:
      (i) the sum of the par or stated value of all outstanding capital stock of
      the
      Company and all paid-in premiums thereon; (ii) all surplus, including capital
      and earned surplus but not including surplus from any revaluation of the
      Company’s assets after December 31, 2007; (iii) the minority interest (if any)
      in consolidated subsidiaries, but not including any earned surplus of
      subsidiaries prior to the date of acquisition of such subsidiaries; and (iv)
      all
      Funded Indebtedness of the Company and such subsidiaries.

    In
      all
      other respects, Funded Indebtedness and Total Permanent Capital shall be
      computed as they would be for a consolidated balance sheet of the Company and
      its subsidiaries on the applicable date, excluding all intercompany items,
      and
      in accordance with generally accepted accounting principles; provided that
      for
      purposes of computations under this Section 2.2, capitalized lease obligations
      shall be excluded from Funded Indebtedness.

    Section
      2.3 Restrictions
      on Issuance of Additional Bonds.

     

      In
      addition to the circumstances under which a Net Earnings Certificate is required
      to be delivered to the Trustee under the terms of Sections 3.08 or 3.09 of
      the
      Original Indenture in connection with the issuance of Bonds by the Company
      pursuant to either such Section, in all other circumstances under which the
      Company proposes to issue additional Bonds under either Section 3.08 or 3.09
      of
      the Original Indenture, it shall be a requirement of such issuance and of the
      authentication and delivery by the Trustee of any Bonds to be so issued that
      the
      Trustee shall have received a Net Earnings Certificate.

     

    Section
      2.4 Transactions with
      Affiliates.

     

      The
      Company will not, and will not permit any subsidiary to, engage in any material
      transaction with an “Affiliate” (as hereinafter
      defined), including, without limitation, the purchase from, sale to or exchange
      of property with, or the rendering of any service by or for, any Affiliate,
      except upon terms that are at least as favorable to the Company or such
      subsidiary in all material respects as terms that could be obtained at the
      time
      in a comparable arms’ length transaction with a person other than an
      Affiliate.  For purposes of this Section 2.4, an Affiliate of any
      corporation shall mean any person or entity directly or indirectly controlling,
      controlled by, or under direct or indirect common control with such corporation;
      and a person or entity shall be deemed to control a corporation if such person
      or entity possesses, directly or indirectly, the power to direct or cause the
      direction of the management and policies of such corporation, whether through
      the ownership of voting securities, by contract or otherwise.

     

    Section
      2.5 Mandatory
      Sinking Fund Redemption.

     

    The
      Series S Bonds are subject to mandatory sinking fund redemption prior to
      maturity on the first Business Day of January, April, July and October in each
      year, in a principal amount of $150,000 on each such date, at a redemption
      price
      equal to such principal amount plus accrued interest thereon to the redemption
      date (to the extent such interest is not otherwise paid pursuant to Section
      1.2
      of this Twentieth Supplemental Indenture).  Each sinking fund
      redemption provided for herein shall be effected in accordance with the
      provisions set forth in Article V of the Original Indenture and the provisions
      of Section 1.2 of this Twentieth Supplemental Indenture.

     

     

    ARTICLE
      III

     

     

    THE
      TRUSTEE

     

    Section
      3.1 Trustee
      Acceptance.

     

      The
      Trustee hereby accepts the trust hereby declared and provided and agrees to
      perform the same upon the terms set forth in the Original Indenture as further
      supplemented by this Twentieth Supplemental Indenture and upon the additional
      terms and conditions that the Trustee shall not be responsible in any manner
      whatsoever for or in respect of the validity or sufficiency of this Twentieth
      Supplemental Indenture or the due execution hereof by the Company or for or
      in
      respect of the recitals contained herein, all of which recitals are made by
      the
      Company solely.

     

     

    ARTICLE
      IV

     

     

    MISCELLANEOUS

     

    Section
      4.1 Incorporation
      of Original Indenture Terms.

     

      This
      instrument shall be construed as an indenture supplemental to the Original
      Indenture, and shall form a part thereof.  The Original Indenture as
      heretofore supplemented by the First Supplemental Indenture, the Second
      Supplemental Indenture, the Third Supplemental Indenture, the Fourth
      Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental
      Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental
      Indenture, the Ninth Supplemental Indenture, the Tenth Supplemental Indenture,
      the Eleventh Supplemental Indenture, the Twelfth Supplemental Indenture, the
      Thirteenth Supplemental Indenture, the Fourteenth Supplemental Indenture, the
      Fifteenth Supplemental Indenture, the Sixteenth Supplemental Indenture, the
      Seventeenth Supplemental Indenture, the Eighteenth Supplemental Indenture and
      as
      further supplemented by this Twentieth Supplemental Indenture is hereby ratified
      and confirmed.  Terms defined in the Original Indenture that are used
      herein and not otherwise defined herein are used as defined in the Original
      Indenture.

     

    Section
      4.2 Counterparts.

     

      This
      Twentieth Supplemental Indenture may be simultaneously executed in any number
      of
      counterparts, each of which when so executed shall be deemed to be an original;
      but such counterparts shall together constitute but one and the same
      instrument.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, ARTESIAN WATER COMPANY, INC. has caused these presents to
      be
      signed in its corporate name by its Chief Financial Officer and sealed with
      its
      corporate seal, attested by its Secretary or one of its Assistant Secretaries,
      and WILMINGTON TRUST COMPANY, as Trustee, has caused these presents to be signed
      in its corporate name by one of its Vice Presidents and sealed with its
      corporate seal, attested by one of its Assistant Secretaries, all as of the
      day
      and year first above written.

    


    ARTESIAN
      WATER COMPANY, INC.

    


    By:_______________________________

          David
      B. Spacht

          Chief
      Financial Officer and Treasurer

            [SEAL]

    


    


    


    


    Attest:  ___________________

    


    


    
 

    


    (Signatures
      continue on next page.)

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    (Signatures
      continued from previous page.)

    


    


    


    


    
      	
               

            	
              WILMINGTON
                TRUST COMPANY, 

            


    

    As
      Trustee,

    


    


    By:_________________________________

    


    


    [SEAL]

     

    


    Attest:
      __________________________

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    STATE
      OF
      DELAWARE                                   
)

    )   SS.:

    COUNTY
      OF
      NEW
      CASTLE                            
)

    


    


    On
      this,
      the _____ day of ________________, 2008, before me, the undersigned, notary
      public, personally appeared David B. Spacht, who acknowledged himself to be
      the
      Chief Financial Officer and Treasurer of Artesian Water Company, Inc., a
      corporation organized under the laws of the State of Delaware, and that he
      as
      such officer, being authorized to do so, executed the foregoing Twentieth
      Supplemental Indenture for the purposes therein contained by signing the name
      of
      Artesian Water Company, Inc. by himself as Chief Financial Officer and
      Treasurer.

    


    IN
      WITNESS WHEREOF, I hereunto set my hand and official seal.

    


    


    ___________________________
      Notary Public

    Wilmington,
      New Castle County

    


    My
      Commission Expires

    ___________________________

    [Seal]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    STATE
      OF
      DELAWARE                                   
)

    )
      SS.:

    COUNTY
      OF
      NEW
      CASTLE                             )

    


    On
      this,
      the ______ day of _______________, 2008, before me, the undersigned, notary
      public, personally appeared __________________________, who acknowledged
      himself/herself to be a Vice President of Wilmington Trust Company, a
      corporation organized under the laws of the State of Delaware, and that he/she
      as such officer, being authorized to do so, executed the foregoing Twentieth
      Supplemental Indenture for the purposes therein contained by signing the name
      of
      Wilmington Trust Company by himself/herself as Vice President.

    


    I
      certify
      that I am not an officer or director of said trust company.

    


    IN
      WITNESS WHEREOF, I hereunto set my hand and official seal.

    


    


    ___________________________,
      Notary Public

    Wilmington,
      New Castle County

    


    My
      Commission Expires

    ___________________________

    [Seal]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    RECORDATION

    


    


    Recorded
      as follows:

    


    1.           
      In the office of the Recorder of Deeds, in and for New Castle County and State
      of Delaware, in Mortgage Record ____________, Volume ______, Page _____, on
      the
      _____day of ________________, 2008.

    


    2.           
      In the office of the Recorder of Deeds, in and for Kent County and State of
      Delaware, in Mortgage Record ____________, Volume ______, Page _____, on the
      _____day of ________________, 2008.

    


    3.           
      In the office of the Recorder of Deeds, in and for Sussex County and State
      of
      Delaware, in Mortgage Record ____________, Volume ______, Page _____, on the
      _____day of ________________, 2008.