Exhibit 4.3


 


EXECUTION VERSION







 


ESSENTIAL
UTILITIES, INC.,


(formerly
known as Aqua America, Inc.)


as Issuer,


AND


U.S.
BANK N.A.,


as Trustee


Fifth
Supplemental Indenture


Dated
as of April 19, 2021


to Indenture


Dated
as of April 23, 2019


$400,000,000
2.400% Senior Notes due 2031




    	 



    	 



    

TABLE
OF CONTENTS


	 	 	 
	ARTICLE 1
 
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 
	 	 
	Section 1.01.	Scope of Supplemental Indenture; General	2
	Section 1.02.	Definitions	2
	 	 	 
	ARTICLE 2
 
 THE SECURITIES	 
	 	 	 
	Section 2.01.	Title and Terms; Additional Notes	4
	Section 2.02.	Form of the Notes; Global Securities; Initial Depositary; Legend	5
	Section 2.03.	Minimum Denomination	5
	Section 2.04.	Stated Maturity; Interest Rates; Regular Record Date	5
	Section 2.05.	No Sinking Fund; Not Redeemable at Option of Holders	6
	Section 2.06.	Paying Agent and Security Registrar	6
	Section 2.07.	No Conversion	6
	Section 2.08.	No Prohibitions on Tender Offers; Repurchases of Notes	6
	Section 2.09.	Other Terms of the Notes	6
	 	 	 
	ARTICLE 3
 
 OPTIONAL REDEMPTION BY THE COMPANY	 
	 	 
	Section 3.01.	Optional Redemption	7
	Section 3.02.	Notice of Optional Redemption; Deposit of Redemption Price	7
	Section 3.03.	Partial Redemption	8
	Section 3.04.	Conditional Redemption	8
	 	 	 
	ARTICLE 4
 
 EXECUTION, AUTHENTICATION, DELIVERY AND DATING	 
	 	 
	Section 4.01.	Amendments to Article III of the Base Indenture	9
	 	 	 
	ARTICLE 5
 
 SUCCESSOR CORPORATION	 
	 	 
	Section 5.01.	Amendments to Article VIII of the Base Indenture	10







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	ARTICLE 6
 
 AMENDMENTS, SUPPLEMENTS AND WAIVERS	 
	 	 
	Section 6.01.	Amendments to Article IX of the Base Indenture	11
	 	 	 
	ARTICLE 7
 
 NO REDEMPTION UPON A DESIGNATED EVENT AND A RATING DECLINE	 
	 	 
	Section 7.01.	Article XIII of the Base Indenture Inapplicable	12
	 	 	 
	ARTICLE 8
 
 DEFEASANCE AND COVENANT DEFEASANCE	 
	 	 
	Section 8.01.	Amendments to Article XIV of the Base Indenture	12
	 	 	 
	ARTICLE 9
 
 MISCELLANEOUS	 
	 	 
	Section 9.01.	Conflict with Trust Indenture Act	12
	Section 9.02.	Effect of Headings and Table of Contents	12
	Section 9.03.	Successors and Assigns	12
	Section 9.04.	Separability	13
	Section 9.05.	Benefits of Supplemental Indenture	13
	Section 9.06.	Governing Law and Jury Trial Waiver	13
	Section 9.07.	Notices and Other Communications to the Trustee	13
	Section 9.08.	Ratification of Indenture	13
	Section 9.09.	Counterparts; Electronic Signatures	13









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FIFTH
SUPPLEMENTAL INDENTURE dated as of April 19, 2021 (this “Supplemental Indenture”) between ESSENTIAL UTILITIES,
INC., a Pennsylvania corporation (formerly known as Aqua America, Inc.) (the “Company”), and U.S. BANK N.A.,
a national banking association, as trustee (the “Trustee”), supplementing the Indenture dated as of April 23,
2019, between the Company and the Trustee (such Indenture, as previously supplemented by the First Supplemental Indenture dated
as of April 23, 2019 between the Company and the Trustee, the “Base Indenture”).


RECITALS
OF THE COMPANY:


WHEREAS,
the Company executed and delivered the Base Indenture to provide for, among other things, the issuance of unsecured debt securities
in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in the Base Indenture;


WHEREAS,
the Base Indenture provides that the Company may enter into an indenture supplemental to the Base Indenture to establish the form
and terms of any series of Securities as provided by Section 3.01 and Section 9.01(7) of the Base Indenture;


WHEREAS,
the Company desires and has requested the Trustee to join it in the execution and delivery of this Supplemental Indenture in order
to establish and provide for the issuance by the Company of a series of Securities designated as its 2.400% Senior Notes due 2031
(the “Notes”), substantially in the form attached as Exhibit A hereto, on the respective terms set forth
herein;


WHEREAS,
the Company now wishes to issue the Notes in an aggregate initial principal amount of $400,000,000; and


WHEREAS,
the Company has requested that the Trustee execute and deliver this Supplemental Indenture, and all requirements necessary to
make (i) this Supplemental Indenture a valid instrument in accordance with its terms and (ii) the Notes, when executed by the
Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution
and delivery of this Supplemental Indenture have been duly authorized in all respects.


NOW, THEREFORE,
THIS SUPPLEMENTAL INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the Notes by the Holders
thereof, it is mutually agreed, for the benefit of the parties hereto and the equal and proportionate benefit of all Holders of
the Notes, as follows:




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ARTICLE
1



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


Section
1.01.      Scope of Supplemental Indenture;
General. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be
applicable only with respect to, and govern the terms of, the Notes (which shall be initially in the aggregate initial principal
amount of $400,000,000) and shall not apply to any other Securities that may be issued under the Base Indenture unless a supplemental
indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. This Supplemental
Indenture shall, where applicable, supersede any corresponding provisions in the Base Indenture.


Section
1.02.      Definitions. For all
purposes of the Indenture, except as otherwise expressly provided or unless the context otherwise requires:


(i)          the
terms defined in this Article 1 shall have the meanings assigned to them in this Article and include the plural as well
as the singular;


(ii)         all
words, terms and phrases defined in the Base Indenture (but not otherwise defined herein) shall have the same meaning herein as
in the Base Indenture;


(iii)        all
other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, shall have the meanings
assigned to them therein; and


(iv)        the
words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Supplemental
Indenture as a whole and not to any particular Article, Section or other subdivision.


“Additional
Notes” has the meaning ascribed to it in Section 2.01(a).


“Base
Indenture” has the meaning ascribed to it in the preamble hereof.


“Business
Day” means any day other than a Saturday, Sunday or any day on which banking institutions in New York, New York are
authorized or obligated by applicable law or executive order to close or be closed.


“close
of business” means 5:00 p.m. (New York City time).


“Company”
has the meaning ascribed to it in the preamble hereof and shall also refer to any successor obligor under the Indenture.


“Comparable
Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes (assuming that the Notes matured on the Par Call Date) that would be utilized, at
the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to such remaining term.



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“Comparable
Treasury Price” means, with respect to any Optional Redemption Date, (i) if the Independent Investment Banker obtains
four or more applicable Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations after
excluding the highest and lowest of such applicable Reference Treasury Dealer Quotations or (ii) if the Independent Investment
Banker obtains fewer than four applicable Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.


“Depositary”
means The Depository Trust Company until a successor Depositary shall have become such pursuant to the applicable provisions of
the Indenture, and thereafter “Depositary” shall mean such successor Depositary.


“Global
Note” means any Note that is a Global Security.


“Holder”
means the Person in whose name a Note is registered on the Security Registrar’s books.


“Indenture”
means the Base Indenture, as supplemented by this Supplemental Indenture as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental thereto entered into pursuant to the applicable provisions thereof,
including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act
that are deemed to be a part of and govern the Base Indenture, this Supplemental Indenture and any such supplemental indenture,
respectively.


“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the Company to act as the “Independent
Investment Banker.”


“Interest
Payment Date” has the meaning ascribed to it in Section 2.04(b).


“Maturity
Date” has the meaning ascribed to it in Section 2.04(a).


“Notes”
has the meaning ascribed to it in the preamble hereof.


“Optional
Redemption Date” has the meaning ascribed to it in Section 3.02(a).


“Par
Call Date” means February 1, 2031 (three months prior to the Maturity Date of the Notes).


“Paying
Agent” means any Person (including the Company) authorized by the Company to pay the principal amount of or any premium
or interest on any Notes on behalf of the Company. The Paying Agent shall initially be the Trustee.


“Prospectus
Supplement” means the preliminary prospectus supplement dated April 15, 2021, as supplemented by the related pricing
term sheet dated April 15, 2021, related to the offering and sale of the Notes.


“Redemption
Date,” when used with respect to any Notes to be redeemed, means the date fixed for such redemption by or pursuant
to the Indenture.



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“Redemption
Price,” when used with respect to any Note to be redeemed, means the price at which such Note is to be redeemed pursuant
to the Indenture.


“Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Optional Redemption
Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its aggregate principal amount) quoted in writing to the Independent Investment
Banker by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day preceding such Optional Redemption
Date.


“Reference
Treasury Dealers” means, (i) each of Barclays Capital Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities,
LLC (or their respective affiliates which are Primary Treasury Dealers (as defined below)) and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary
Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer; and (ii) any other Primary
Treasury Dealer(s) selected by the Company.


“Regular
Record Date” has the meaning ascribed to it in Section 2.04(b).


“Spread”
means 15 basis points.


“Supplemental
Indenture” has the meaning ascribed to it in the preamble hereof.


“Surviving
Person” has the meaning ascribed to it in Section 5.01.


“Treasury
Rate” means, with respect to any Optional Redemption Date, the rate per annum equal to the semi-annual equivalent yield
to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its aggregate principal amount) equal to the Comparable Treasury Price for such Optional Redemption Date.


“Trustee”
means the party named in the preamble hereof until a successor replaces such party in accordance with the applicable provisions
of the Indenture and thereafter means the successor serving hereunder.


ARTICLE
2



THE SECURITIES


Section
2.01.      Title and Terms; Additional
Notes.


(a)         There is hereby authorized a series of Securities designated the “2.400% Senior Notes due 2031” limited in
aggregate initial principal amount to $400,000,000, which amount shall be as set forth in any written order of the Company for
authentication and delivery of Notes pursuant to Section 3.03 of the Base Indenture. The Company may, from time to time,
without the consent of the Holders of Notes, create and issue additional Notes (“Additional Notes”) ranking
equally with the Notes in all respects so that such Additional Notes shall form a single series with the Notes and shall have
the same terms as the Notes, except for the public offering price, the issue date and, if applicable, the payment of interest
accruing prior to the issue date of such Additional Notes and the first payment of interest following the issue date of such Additional
Notes; provided that (i) if the Additional Notes are not fungible with the Outstanding Notes for U.S. federal income tax purposes,
the Additional Notes will have one or more separate CUSIP numbers and (ii) no Additional Notes may be issued if an Event of Default
has occurred and is continuing with respect to the Notes.



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(b)        The Indenture shall not limit the total aggregate principal amount of Additional Notes that the Company may issue hereunder.


Section
2.02.      Form of the Notes; Global
Securities; Initial Depositary; Legend.


(a)        The Notes will initially be issued only in full registered form without coupons. The Notes shall be issued in whole or
in part in the form of one or more Global Securities in substantially the form set forth in Exhibit A hereto, with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange on which the Notes may be listed or as may, consistently herewith, be determined by
the officers of the Company executing the Notes, as evidenced by their execution of the Notes.


(b)        Each Global Security shall initially be deposited with, or on behalf of, The Depository Trust Company, as the initial Depositary,
and registered in the name of Cede & Co., as nominee of the Depositary. For so long as The Depository Trust Company serves
as the Depositary with respect to any such Global Securities, such Global Securities authenticated and delivered hereunder shall
bear a legend in substantially the following form:


UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


Section
2.03.      Minimum Denomination. The
Notes shall be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.


Section
2.04.      Stated Maturity; Interest
Rates; Regular Record Date.


(a)        The Stated Maturity of the Notes shall be May 1, 2031 (the “Maturity Date”).



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(b)        The Notes shall bear interest at the rate of 2.400% per annum, computed on the basis of a 360-day year of twelve 30-day
months. Interest on the Notes will be payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November
1, 2021 (each, an “Interest Payment Date”) to the Person in whose name the Note is registered at the close
of business on the immediately preceding April 15 and October 15, respectively (each, a “Regular Record Date”).
Interest on the Notes will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided
for, or if no interest has been paid from April 19, 2021 to but excluding the Interest Payment Date or other date of payment for
which accrued interest is paid, until the principal hereof is paid or made available for payment.


(c)         Anything in the Indenture to the contrary notwithstanding, if any Interest Payment Date, Redemption Date or Maturity of
the Notes is not a Business Day at any Place of Payment, then payment of the principal, premium, if any, and interest may be made
on the next Business Day at that Place of Payment. In that case, no interest will accrue on the amount payable on the Notes for
the period from and after the applicable Interest Payment Date, Redemption Date or Maturity, as the case may be, to the date of
such payment on the next Business Day.


Section
2.05.      No Sinking Fund; Not Redeemable
at Option of Holders. (a) The Notes will not be subject to a sinking fund and the provisions of Article XII of the
Base Indenture shall not apply to the Notes; and (b) the Notes will not otherwise be repayable or redeemable at the option of
the Holders.


Section
2.06.      Paying Agent and Security
Registrar. The Trustee is hereby appointed as initial Paying Agent and initial Security Registrar for the Notes. The Notes
shall be payable at the Corporate Trust Office of the Trustee.


Section
2.07.      No Conversion. The
provisions of Article XV of the Base Indenture shall not apply to the Notes.


Section
2.08.      No Prohibitions on Tender
Offers; Repurchases of Notes. Nothing in the Indenture shall prohibit the purchase of Notes by the Company by tender offer,
in the open market or by private agreement, subject to applicable law.


Section
2.09.      Other Terms of the Notes.
The other terms of the Notes shall be as expressly set forth herein and in Exhibit A.


ARTICLE
3



OPTIONAL REDEMPTION BY THE COMPANY


The provisions
of Article XI of the Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes
with respect to this Article 3.



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Section
3.01.      Optional Redemption.


(a)        Prior to the Par Call Date, the Company may at its option redeem the Notes, in whole or in part, at any time or from time
to time, at a Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest
thereon, if any, to, but excluding, the Optional Redemption Date therefor:


(i)                
100% of the aggregate principal amount of such Notes being redeemed on such Optional Redemption Date; and


(ii)              
the sum of the present values of the remaining scheduled payments of principal and interest on such Notes being redeemed
that would be due if the Notes to be redeemed matured on the Par Call Date (not including any portion of such payments of interest
accrued to such Optional Redemption Date) discounted to such Optional Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the applicable Treasury Rate plus the Spread for the Notes to be redeemed.


(b)        On and after the Par Call Date, the Company may at its option redeem the Notes, in whole or in part, at any time and from
time to time, at a Redemption Price equal to 100% of the aggregate principal amount of such Notes being redeemed, plus
accrued and unpaid interest thereon, if any, to, but excluding, the Optional Redemption Date therefor.


(c)        If the Company redeems the Notes at its option, then (a) notwithstanding the foregoing (and without duplication), installments
of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to an Optional Redemption Date
for the Notes will be payable on that Interest Payment Date to the Holders thereof as of the close of business on the Regular
Record Date immediately preceding such Interest Payment Date, according to the terms of the Notes and the Indenture and (b) the
Redemption Price for such Notes will, if applicable, be calculated on the basis of a 360-day year consisting of twelve 30-day
months.


Section
3.02.      Notice of Optional Redemption;
Deposit of Redemption Price. 


(a)        If the Company elects to redeem the Notes, in whole or in part, at its option pursuant to Section 3.01, the Company
(or, at the Company’s request, the Trustee on behalf of the Company) shall transmit notice of such redemption at least 10
days but not more than 60 days before the Redemption Date for such redemption (any such Redemption Date, as delayed pursuant to
Section 3.04, if applicable, an “Optional Redemption Date”) to each registered Holder of the Notes.
Such notice of redemption shall specify the aggregate principal amount of the Notes to be redeemed (or, if the Notes are to be
redeemed in whole, that the Notes are to be redeemed in whole), the CUSIP and ISIN numbers of the Notes to be redeemed, the date
fixed as the Optional Redemption Date for such redemption, the Redemption Price for such Notes to be redeemed (or if not then
ascertainable, the manner of calculation thereof), any conditions applicable to such redemption, the place or places of payment
and that payment will be made upon presentation and surrender of such Notes. In addition, if any conditions are applicable to
such redemption, such notice of redemption shall state that the Company may delay the Optional Redemption Date for such redemption
until such time as any or all such conditions shall be satisfied, and may rescind any related notice of redemption, in which case
such redemption shall not occur, in the event that any or all such conditions shall not have been satisfied by the date fixed
as the Optional Redemption Date or, if applicable, by the Optional Redemption Date so delayed.



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(b)        Once notice of redemption is sent to Holders, Notes called for redemption will, subject to satisfaction of the conditions,
if any, set forth in such notice of redemption, become due and payable on the Optional Redemption Date for such Notes at the Redemption
Price, plus accrued and unpaid interest thereon, if any, to, but excluding, such Optional Redemption Date. On or before
12:00 p.m. (New York City time) on such Optional Redemption Date, the Company will deposit with the Trustee or with one or more
Paying Agents (or, if the Company is acting as its own Paying Agent, the Company will segregate and hold in trust as provided
in Section 10.03 of the Base Indenture) an amount of U.S. Dollars sufficient to redeem on such Optional Redemption Date
all of such Notes so called for redemption and that become so due and payable at the appropriate Redemption Price for such Notes,
together with accrued and unpaid interest thereon, if any, to, but excluding, such Optional Redemption Date. Unless the Company
defaults in payment of the Redemption Price for the Notes called for redemption or in the payment of accrued and unpaid interest
thereon, if any, to, but excluding, such Optional Redemption Date, commencing on such Optional Redemption Date interest on such
Notes so called for redemption and that become so due and payable will cease to accrue and Holders of such Notes will have no
rights with respect to such Notes except the right to receive the Redemption Price for such Notes and unpaid interest thereon,
if any, to, but excluding, such Optional Redemption Date.


Section
3.03.      Partial Redemption. If
fewer than all of the Notes are to be redeemed by the Company pursuant to Section 3.01, selection of such Notes to be redeemed
will be made pro rata or by lot by the Trustee, or by such other method as the Trustee shall deem fair and appropriate; provided
that if all of the Notes are represented by one or more Global Securities, interests in the Notes to be redeemed will be selected
for redemption by the Depositary in accordance with its standard procedures therefor. Upon surrender of any Note redeemed in part,
the Holder will receive a new Note equal in principal amount to the unredeemed portion of the surrendered Note. No Notes of a
principal amount of $2,000 or less shall be redeemed in part.


Section
3.04.      Conditional Redemption.
Any redemption pursuant to this Article 3 may, in the Company’s discretion, be subject to the satisfaction of one
or more conditions precedent. If a redemption pursuant to this Article 3 is subject to the satisfaction of one or more
conditions precedent, the Company may delay the Optional Redemption Date for such redemption until such time as any or all such
conditions shall be satisfied, and may rescind any related notice of redemption, in which case such redemption shall not occur,
in the event that any or all such conditions shall not have been satisfied by the date fixed as the Optional Redemption Date or,
if applicable, by the Optional Redemption Date so delayed.



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ARTICLE
4



EXECUTION, AUTHENTICATION, DELIVERY AND DATING


Section
4.01.      Amendments to Article III
of the Base Indenture. 


(a)        For purposes of the Notes, Section 3.03 of the Base Indenture shall be amended and restated in its entirety with
the following:


“Section
3.03 Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its President, its Chief Financial Officer, one of its Vice Presidents, its Treasurer,
its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual, electronic
or facsimile.


Securities
bearing the manual, electronic or facsimile signatures of individuals who were at any time the proper officers of the Company
shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication
and delivery of such Securities or did not hold such offices at the date of such Securities.


At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any Series
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of
such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form
or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected
in relying upon, an Opinion of Counsel stating,


(1)
if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such
form has been established in conformity with the provisions of this Indenture;


(2)
if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01,
that such terms have been established in conformity with the provisions of this Indenture; and


(3)
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors’ rights and to general equity principles.


If
such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities
and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.



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Notwithstanding
the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued
at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.01
or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.


Each
Security shall be dated the date of its authentication.


No
Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears
on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual,
electronic or facsimile signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence,
that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security
to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.”


ARTICLE
5



SUCCESSOR CORPORATION


Section
5.01.      Amendments to Article VIII
of the Base Indenture. For purposes of the Notes, Section 8.01 of the Base Indenture shall be amended and restated
in its entirety to the following:


“Section
8.01 When Company May Merge, Etc. The Company shall not consolidate or merge with or into any other entity, or sell, transfer,
lease or otherwise convey its properties and assets as an entirety or substantially as an entirety to any entity, unless:


(1)
(i) the Company is the continuing entity (in the case of a merger) or (ii) the successor entity formed by such consolidation or
into which it is merged or which acquires by sale, transfer, lease or other conveyance of its properties and assets, as an entirety
or substantially as an entirety (any such other entity being referred to herein as the “Surviving Person”),
is a corporation organized and existing under the laws of the United States of America or any State thereof or the District of
Columbia, and expressly assumes, by supplemental indenture, the due and punctual payment of principal, premium and interest on
the Notes and the performance of all of the covenants under this Indenture;


(2)
immediately after giving effect to the transaction, no Event of Default, and no event which after notice or lapse of time or both
would become an Event of Default under this Indenture, has or will have occurred and be continuing; and


(3)
if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental
indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction
have been satisfied.”



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ARTICLE
6



AMENDMENTS, SUPPLEMENTS AND WAIVERS


Section
6.01.      Amendments to Article IX
of the Base Indenture. 


(a)        For purposes of the Notes, Section 9.01 of the Base Indenture shall be amended and restated in its entirety with
the following:


“Section
9.01 Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized
by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:


(1)
to cure any ambiguity, omission, defect or inconsistency in this Indenture; or


(2)
to provide for the assumption by a successor corporation as set forth in Article VIII; or


(3)
to comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture
Act; or


(4)
to evidence and provide for the acceptance of appointment with respect to the Notes by a successor Trustee in accordance with
this Indenture, and add or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts under this Indenture by more than one Trustee; or


(5)
to secure the Notes; or


(6)
to add guarantees with respect to the Notes; or


(7)
to add covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company;
or


(8)
to make any change that does not adversely affect the rights of any Holder in any material respect; or


(9)
to conform the provisions of this Indenture or the Notes to any provision of the “Description of the Notes” section
in the Prospectus Supplement.”



    	11



    	 



    




(b)        For purposes of the Notes, Section 9.02(3) of the Base Indenture shall be amended and restated in its entirety with
the following:


“(3)
modify any of the provisions of this Section or Section 5.13 or Section 10.06, except to increase any such percentage
or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of
each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of
any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or
the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or”.


 


ARTICLE
7



NO REDEMPTION UPON A DESIGNATED EVENT AND A RATING DECLINE


Section
7.01.      Article XIII of the Base
Indenture Inapplicable. Article XIII of the Base Indenture shall not apply to the Notes.


 


ARTICLE
8



DEFEASANCE AND COVENANT DEFEASANCE


Section
8.01.      Amendments to Article XIV
of the Base Indenture. For purposes of the Notes, the word “money” in clauses (A) and (B) of Section 14.04(1)
of the Base Indenture shall be deemed replaced with the words “U.S. Dollars.” 


 


ARTICLE
9



MISCELLANEOUS


Section
9.01.      Conflict with Trust Indenture
Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under
such Act to be a part of and govern this Supplemental Indenture, the latter provision shall control. If any provision of this
Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this Supplemental Indenture as so modified or to be excluded, as the case may be.
Wherever this Supplemental Indenture refers to a provision of the Trust Indenture Act, such provision is incorporated by reference
in and made a part of this Supplemental Indenture.


Section
9.02.      Effect of Headings and
Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.


Section
9.03.      Successors and Assigns.
All covenants and agreements in this Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed
or not.



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


Section
9.05.      Benefits of Supplemental
Indenture. Nothing in this Supplemental Indenture or in the Notes, express or implied, shall give to any Persons, other than
the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Supplemental Indenture.


Section
9.06.      Governing Law and Jury
Trial Waiver. THIS SUPPLEMENTAL INDENTURE AND THE NOTES AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED THERETO
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE,
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE SECURITIES.


Section
9.07.      Notices and Other Communications
to the Trustee. All notices, approvals, consents, requests and any communications to the Trustee hereunder must be in writing
in English and must be in the form of a document that is signed manually or by way of an electronic signature (including electronic
images of handwritten signatures and digital signatures provided by DocuSign, Orbit and Adobe Sign or any other electronic signature
provider acceptable to the Trustee). Electronic signatures believed by the Trustee to comply with the U.S. Federal Electronic
Signatures in Global and National Commerce Act of 2000 (the “ESIGN ACT”) or other applicable law shall be deemed original
signatures for all purposes. If the Company chooses to use electronic signatures to sign documents delivered to the Trustee, the
Company agrees to assume all risks arising out of its use of electronic signatures, including without limitation the risk of the
Trustee acting on an unauthorized document and the risk of interception or misuse by third parties. Notwithstanding anything herein
to the contrary, the Trustee may in any instance and in its sole discretion require that an original document bearing a manual
signature be delivered to the Trustee in lieu of, or in addition to, any document signed via electronic signature.


Section
9.08.      Ratification of Indenture.
The Base Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental
Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. The provisions
of this Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of the Base Indenture to the extent
the Base Indenture is inconsistent herewith.


Section
9.09.      Counterparts; Electronic
Signatures.


This instrument
may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. For the avoidance of doubt, for all purposes of this Supplemental Indenture
and any document to be signed or delivered in connection with or pursuant to this Supplemental Indenture, other than the authentication
of any Note, the words “execution,” “signed,” “signature,” “delivery,” and words
of like import shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, as the
case may be, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical
delivery or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions
contemplated hereunder by electronic means.


[Remainder
of the page intentionally left blank]




    	13



    	 



    




SIGNATURES


 


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


	 	ESSENTIAL
    UTILITIES, INC., as

    the Company
	 	 
	 	By: 	/s/
    Christopher P. Luning
	 	 	Name:
    Christopher P. Luning
	 	 	Title:
    Executive Vice President, 

General Counsel and Secretary





	U.S.
    BANK N.A., as

    Trustee
	 
	By: 	/s/
    Gregory P. Guim
	 	Name:
    Gregory P. Guim
	 	Title:
    Vice President




 


[Signature
Page to Fifth Supplemental Indenture]




    	 



    	 



    




EXHIBIT A


 







[FORM
OF FACE OF NOTE]


[THIS NOTE IS A GLOBAL NOTE
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS NOTE MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS NOTE SHALL BE
A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


UNLESS THIS NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]*





 



* Include
only if a Global Note.




    	 



    	 



    

 EXHIBIT
A


 


ESSENTIAL
UTILITIES, INC.

2.400% SENIOR NOTES DUE 2031





	No. __________          	$ __________           






CUSIP No.: 29670G AF9

ISIN No.: US29670GAF90


ESSENTIAL
UTILITIES, INC., a Pennsylvania corporation (formerly known as Aqua America, Inc.) (the “Company,” which term
includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________,
or registered assigns (the “Holder”), the initial principal amount of ______________ ($________) on May 1,
2031 and to pay accrued but unpaid interest thereon semi-annually in arrears on May 1 and November 1 of each year, beginning on
November 1, 2021 (each, an “Interest Payment Date”). Interest shall accrue from the most recent Interest Payment
Date to which interest has been paid or duly provided for, or if no interest has been paid from April 19, 2021 to but excluding
the Interest Payment Date or other date of payment for which accrued interest is paid, at the rate of 2.400% per annum, until
the principal hereof is paid or made available for payment.


Interest
on this Note shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name
this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest,
which shall be the April 15 and October 15 immediately preceding the relevant Interest Payment Date, as applicable. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


Payment
of the principal of (and premium, if any) and any such interest on this Note will be made at the office or agency of the Company
maintained for that purpose, in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.


Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.



    	A - 2



    	 



    




EXHIBIT
A


Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual, electronic
or facsimile signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed.


Dated:  


 


	 	ESSENTIAL
    UTILITIES, INC.,
	 	 
	 	By: 	 
	 	 	Name:          
	 	 	Title:          





 


CERTIFICATE OF AUTHENTICATION


U.S. Bank N.A., as Trustee,
certifies

that this is one of the Securities of the series

designated herein referred to in the within

mentioned Indenture.


Dated:


	U.S.
    BANK N.A., as

    Trustee
	 
	By:	  
	 	Authorized
    Signatory          







    	A - 3



    	 



    

EXHIBIT
A


[REVERSE
OF NOTE]


ESSENTIAL
UTILITIES, INC.


2.400%
Senior Notes due 2031


 


This Note
is one of a duly authorized series of Securities of the Company designated as its 2.400% Senior Notes due 2031 (herein sometimes
referred to as the “Notes”), issued under the Indenture, dated as of April 23, 2019, between the Company and
U.S. Bank N.A., as trustee (the “Trustee,” which term includes any successor trustee under the Indenture) (including
any provisions of the Trust Indenture Act that are deemed incorporated therein) (the “Base Indenture”), as
supplemented by the First Supplemental Indenture, dated as of April 23, 2019 between the Company and the Trustee, dated as of
April 23, 2019 (the “First Supplemental Indenture”), and the Fifth Supplemental Indenture, dated as
of April 19, 2021 (the “Fifth Supplemental Indenture” and, together with the First Supplemental Indenture,
the “Supplemental Indentures”) between the Company and the Trustee (the Base Indenture, as supplemented by
the Supplemental Indentures, the “Indenture”), to which Indenture reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders.
The terms of other series of Securities issued under the Base Indenture may vary with respect to interest rates, issue dates,
maturity, redemption, repayment, currency of payment and otherwise as provided in the Base Indenture. The Base Indenture further
provides that securities of a single series may be issued at various times, with different maturity dates and may bear interest
at different rates.


The Notes
may be redeemed at the option of the Company prior to their Stated Maturity, as provided in Article 3 of the Supplemental
Indenture.


This Note
is not entitled to the benefit of any sinking fund. The Indenture contains provisions for satisfaction and discharge, legal defeasance
and covenant defeasance of this Note upon compliance by the Company with certain conditions set forth therein, which provisions
apply to this Note.


If an
Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes of this series may be declared
due and payable immediately, in the manner, subject to the conditions and with the effect provided in the Indenture.


The Indenture
permits, with certain exceptions as therein provided, the Company and the Trustee, with the consent of the Holders of not less
than a majority in principal amount of the Outstanding Notes, to execute supplemental indentures for certain purposes as described
therein.


No provision
of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and any premium and interest on this Note at the time, place and rate, and in the coin or currency, herein
and in the Indenture prescribed.



    	A - 4



    	 



    




 EXHIBIT
A


As provided
in the Indenture and subject to certain limitations therein set forth, the transfer of this Note shall be registered on the Security
Register of the Company, upon due presentation of this Note for registration of transfer at the office or agency of the Company
in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or by his attorney duly authorized
in writing, and thereupon the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee
or transferees a new Note or Notes in authorized denominations and for a like aggregate principal amount.


The Notes
will be issued only in full registered form without coupons, in minimum denominations of $2,000 and integral multiples of $1,000
in excess thereof.


The Company
or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer of this Note. No service charge shall be made for any such transfer or for any exchange of this
Note as contemplated by the Indenture. The Company, the Trustee and any agent of the Company or the Trustee may deem and treat
the Person in whose name this Note is registered upon the Security Register for the Notes as the absolute owner of this Note (whether
or not this Note shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the
Registrar) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of the Indenture,
interest on this Note and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or the
Trustee shall be affected by any notice to the contrary.


This Note
and the Indenture and any claim, controversy or dispute arising under or related thereto shall be governed by and construed in
accordance with the laws of the State of New York.


Capitalized
terms used but not defined in this Note shall have the meanings ascribed to such terms in the Indenture.


No recourse
shall be had for the payment of any premium, principal or interest on this Note, or for any claim based hereon, or upon any obligation,
covenant or agreement of the Company in the Indenture, against any incorporator, stockholder, officer or director, past, present
or future of the Company or of any predecessor or successor, either directly or through the Company or any predecessor or successor,
whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment of penalty or otherwise;
and all such personal liability is expressly released and waived as a condition of, and as part of the consideration for, the
issuance of this Note.


In the
event of any inconsistency between the provisions of this Note and the provisions of the Indenture, the Indenture shall prevail.




    	A - 5



    	 



    

 EXHIBIT
A


 


ASSIGNMENT


FOR VALUE RECEIVED, the undersigned
assigns and transfers this Note to:


(Insert assignee’s social
security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints


agent to transfer this Note
on the books of the Company. The agent may substitute another to act for him or her.


	Date:	Signature:
	 	 
	 	Signature
    Guarantee:


 


(Sign exactly
as your name appears on the other side of this Note)




    	A - 6



    	 



    

  EXHIBIT
A


SIGNATURE
GUARANTEE





Signatures must be guaranteed
by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


	By: 	 
	 	Name:          
	 	Title:          


 


as Trustee


	 	By: 	 
	 	 	Name:          
	 	 	Title:          


Attest


	By: 	 
	 	Name:          
	 	Title:          





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