EX-4.24



 Exhibit 4.24 
 Prepared by and Return to: 
 Mary T. Tomich, Esq. 

Dilworth Paxson LLP 
 1500 Market Street

 Suite 3500E 
 Philadelphia, PA 19102

 215-575-7000 
  

 
 FORTY-SEVENTH SUPPLEMENTAL

 INDENTURE 
 DATED AS OF OCTOBER 15, 2012 
 TO 

INDENTURE OF MORTGAGE 
 DATED AS OF JANUARY 1, 1941 
 AQUA PENNSYLVANIA, INC. 

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







 FORTY-SEVENTH SUPPLEMENTAL INDENTURE dated as of October 15, 2012, by and between AQUA
PENNSYLVANIA, INC. (f/k/a Pennsylvania Suburban Water Company), a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”) as successor by merger to the Philadelphia Suburban Water Company
(the “Original Company”), party of the first part, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N. A., a national banking association (the “Trustee”), party of the second part. 

WHEREAS, the Original Company heretofore duly executed and delivered to The Pennsylvania Company for Insurances on Lives and
Granting Annuities, as trustee, an Indenture of Mortgage dated as of January 1, 1941 (the “Original Indenture”), which by reference is hereby made a part hereof, and in and by the Original Indenture the Original Company conveyed and
mortgaged to such trustee certain property therein described, to secure the payment of its bonds to be generally known as its “First Mortgage Bonds” and to be issued under the Original Indenture in one or more series as therein provided;
and 
 WHEREAS, through a series of mergers, changes of names and successions, The Bank of New York Mellon Trust Company,
N. A. became the successor trustee; such mergers, changes of name and successions not involving any change in the title, powers, rights or duties of the trustee, as trustee under the Original Indenture as supplemented at the respective dates
thereof; and 
 WHEREAS, the Original Company duly executed and delivered to the Trustee thirty-four supplemental
indentures supplemental to the Original Indenture, and the Company duly executed and delivered to the Trustee twelve supplemental indentures to the Original Indenture so as to subject certain additional property to the lien of the Original Indenture
and to provide for the creation of additional series of bonds; and 
 WHEREAS, pursuant to an Agreement and Plan of
Merger and Reorganization dated December 20, 2001, and effective on January 1, 2002, the Original Company agreed to merge, in conjunction with its affiliated corporations, Consumers Pennsylvania Water Company – Shenango Valley
Division, Consumers Pennsylvania Water Company – Roaring Creek Division, Consumers Pennsylvania Water Company – Susquehanna Division, Waymart Water Company, Fawn Lake Forrest Water Company, Western Utilities, Inc., and Northeastern
Utilities, Inc. (such affiliates referred to hereinafter as the “Merging Entities”) with and into the Company; and 

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

  
 2 








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

							
	 Designation
	  	 Indenture
	  	Amount	 
	 3 1/4% Series due 1971
	  	Original	  	$	16,375,000	  
	 9 5/8% Series due 1975
	  	Thirteenth Supplemental	  	 	10,000,000	  
	 9.15% Series due 1977
	  	Fourteenth Supplemental	  	 	10,000,000	  
	 3% Series due 1978
	  	First Supplemental	  	 	2,000,000	  
	 3 3/8% Series due 1982
	  	Second Supplemental	  	 	4,000,000	  
	 3.90% Series due 1983
	  	Third Supplemental	  	 	5,000,000	  
	 3 1/2% Series due 1986
	  	Fourth Supplemental	  	 	6,000,000	  
	 4 1/2% Series due 1987
	  	Fifth Supplemental	  	 	4,000,000	  
	 4 1/8% Series due 1988
	  	Sixth Supplemental	  	 	4,000,000	  
	 5% Series due 1989
	  	Seventh Supplemental	  	 	4,000,000	  
	 4 5/8% Series due 1991
	  	Eighth Supplemental	  	 	3,000,000	  
	 4.70% Series due 1992
	  	Ninth Supplemental	  	 	3,000,000	  
	 6 7/8% Series due 1993
	  	Twelfth Supplemental	  	 	4,500,000	  
	 4.55% Series due 1994
	  	Tenth Supplemental	  	 	4,000,000	  
	 10 1/8% Series due 1995
	  	Sixteenth Supplemental	  	 	10,000,000	  
	 5 1/2% Series due 1996
	  	Eleventh Supplemental	  	 	4,000,000	  
	 7 7/8% Series due 1997
	  	Fifteenth Supplemental	  	 	5,000,000	  
	 8.44% Series due 1997
	  	Twenty-Third Supplemental	  	 	12,000,000	  
	 9.20% Series due 2001
	  	Seventeenth Supplemental	  	 	7,000,000	  
	 8.40% Series due 2002
	  	Eighteenth Supplemental	  	 	10,000,000	  
	 5.95% Series due 2002
	  	Twenty-Seventh Supplemental	  	 	4,000,000	  
	 12.45% Series due 2003
	  	Twentieth Supplemental	  	 	10,000,000	  
	 13% Series due 2005
	  	Twenty-First Supplemental	  	 	8,000,000	  
	 10.65% Series due 2006
	  	Twenty-Second Supplemental	  	 	10,000,000	  
	 9.89% Series due 2008
	  	Twenty-Fourth Supplemental	  	 	5,000,000	  
	 7.15% Series due 2008
	  	Twenty-Eighth Supplemental	  	 	22,000,000	  
	 9.12% Series due 2010
	  	Twenty-Fifth Supplemental	  	 	20,000,000	  
	 8 7/8% Series due 2010
	  	Nineteenth Supplemental	  	 	8,000,000	  
	 6.50% Series due 2010
	  	Twenty-Seventh Supplemental	  	 	3,200,000	  
	 9.17% Series due 2011
	  	Twenty-Sixth Supplemental	  	 	5,000,000	  
	 9.93% Series due 2013
	  	Twenty-Fourth Supplemental	  	 	5,000,000	  
	 9.97% Series due 2018
	  	Twenty-Fourth Supplemental	  	 	5,000,000	  
	 9.17% Series due 2021
	  	Twenty-Sixth Supplemental	  	 	8,000,000	  
	 6.35% Series due 2025
	  	Thirtieth Supplemental	  	 	22,000,000	  
	 9.29% Series due 2026
	  	Twenty-Sixth Supplemental	  	 	12,000,000	  
			
	 1995 Medium Term Note Series
	  	Twenty-Ninth Supplemental	  	 	77,000,000	  
	 7.72% Subseries A due 2025
	  	15,000,000	  			
	 6.82% Subseries B due 2005
	  	10,000,000	  			
	 6.89% Subseries C due 2015
	  	12,000,000	  			
	 6.99% Subseries D due 2006
	  	10,000,000	  			
	 7.47% Subseries E due 2003
	  	10,000,000	  			
	 6.83% Subseries F due 2003
	  	10,000,000	  			
	 7.06% Subseries G due 2004
	  	10,000,000	  			


  
 3 









							
			
	 1997 Medium Term Note Series
	  	Thirty-First Supplemental	  	 	65,000,000	  
	 6.75% Subseries A due 2007
	  	10,000,000	  			
	 6.30% Subseries B due 2002
	  	10,000,000	  			
	 6.14% Subseries C due 2008
	  	10,000,000	  			
	 5.80% Subseries D due 2003
	  	10,000,000	  			
	 5.85% Subseries E due 2004
	  	10,000,000	  			
	 6.00% Subseries F due 2004
	  	15,000,000	  			
	 6.00% Series due 2029
	  	Thirty-Second Supplemental	  	 	25,000,000	  
	 1999 Medium Term Note Series
	  	Thirty-Third Supplemental	  	 	222,334,480	  
	 7.40% Subseries A due 2005
	  	15,000,000	  			
	 7.40% Subseries B due 2005
	  	11,000,000	  			
	 6.21% Subseries C due 2011
	  	15,000,000	  			
	 9.53% Subseries D due 2019
	  	4,000,000	  			
	 6.375% Subseries E due 2023
	  	14,000,000	  			
	 8.26% Subseries F due 2022
	  	1,500,000	  			
	 9.50% Subseries G due 2006
	  	1,440,000	  			
	 9.22% Subseries H due 2019
	  	2,534,480	  			
	 8.32% Subseries I due 2022
	  	3,500,000	  			
	 8.14% Subseries J due 2025
	  	4,000,000	  			
	 6.00% Subseries K due 2030
	  	18,360,000	  			
	 5.93% Subseries L due 2012
	  	25,000,000	  			
	 2.65% Subseries M due 2006
	  	5,000,000	  			
	 3.461% Subseries N due 2007
	  	12,000,000	  			
	 5.08% Subseries O due 2015
	  	20,000,000	  			
	 5.17% Subseries P due 2017
	  	7,000,000	  			
	 5.751% Subseries Q due 2019
	  	15,000,000	  			
	 5.751% Subseries R due 2019
	  	5,000,000	  			
	 6.06% Subseries S due 2027
	  	15,000,000	  			
	 6.06% Subseries T due 2027
	  	5,000,000	  			
	 5.98% Subseries U due 2028
	  	3,000,000	  			
	 5.35% Series due 2031
	  	Thirty-Fourth Supplemental	  	 	30,000,000	  
	 5.55% Series due 2032
	  	Thirty-Sixth Supplemental	  	 	25,000,000	  
	 3.75% Series due 2010
	  	Thirty-Seventh Supplemental	  	 	3,200,000	  
	 5.15% Series due 2032
	  	Thirty Seventh Supplemental	  	 	25,000,000	  
	 5.05% Series due 2039
	  	Thirty-Eighth Supplemental	  	 	14,000,000	  
	 5.00% Series due 2036

5.00% Series due 2037

5.00% Series due 2038
	  	 Thirty-Ninth Supplemental

Thirty-Ninth Supplemental
 Thirty-Ninth
Supplemental
	  	 
  
  
	21,770,000
 24,165,000

25,375,000
	  
   

  

	 5.00% Series due 2035
	  	Fortieth Supplemental	  	 	24,675,000	  
	 5.00% Series due 2040
	  	Forty-first Supplemental	  	 	23,915,000	  
	 5.00% Series due 2041
	  	Forty-first Supplemental	  	 	23,915,000	  
	 5.25% Series due 2042
	  	Forty-second Supplemental	  	 	24,830,000	  
	 5.25% Series due 2043
	  	Forty-second Supplemental	  	 	24,830,000	  
	 6.25% Series due 2017
	  	Forty-third Supplemental	  	 	9,000,000	  
	 6.75% Series due 2018
	  	Forty-third Supplemental	  	 	13,000,000	  
	 5.00% Series due 2039
	  	Forty-fourth Supplemental	  	 	58,000,000	  
	 5.00% Series due 2040
	  	Forty-fifth Supplemental	  	 	62,165,000	  
	 4.75% Series due 2040
	  	Forty-fifth Supplemental	  	 	12,520,000	  
	 5.00% Series due 2033
	  	Forty-sixth Supplemental	  	 	25,910,000	  
	 5.00% Series due 2034
	  	Forty-sixth Supplemental	  	 	19,270,000	  
	 4.50% Series due 2042
	  	Forty-sixth Supplemental	  	 	15,000,000	  
	 5.00% Series due 2043
	  	Forty-sixth Supplemental	  	 	81,205,000	  


  
 4 








 and 
 WHEREAS, the bonds of each of said series that are outstanding as of September 30, 2012 are listed on Exhibit A attached hereto and made a part hereof; and 

WHEREAS, in order to secure the lien of the Original Indenture on the properties of the Original Company and the Company, the Original
Indenture and the first forty-six supplemental indentures supplemental to the Original Indenture were duly recorded in the Commonwealth of Pennsylvania on the dates and in the office for the Recording of Deeds for the counties and in the Mortgage
Books at the pages indicated in Exhibit B hereto; and 
 WHEREAS, the lien of the Original Indenture, as supplemented,
has been perfected as a security interest under the Pennsylvania Uniform Commercial Code by filing a financing statement in the office of the Secretary of the Commonwealth; and 

WHEREAS, the Delaware County Industrial Development Authority previously issued its Water Facilities Revenue Bonds (Philadelphia Suburban
Water Company Project), Series of 2001 in the aggregate principal amount of $30,000,000, all of which are currently outstanding (the “2001 Bonds”) to finance the acquisition, construction, installation and equipping of facilities for the
furnishing of water at various sites throughout the Company’s water supply and distribution system; and 
 WHEREAS, the
Bucks County Industrial Development Authority previously issued its Water Facilities Revenue Bonds (Pennsylvania Suburban Water Company Project), Series of 2002 in the aggregate principal amount of $25,000,000, all of which are currently outstanding
(the “2002 Bonds”) finance the acquisition, construction, installation and equipping of facilities for the furnishing of water at various sites throughout the Company’s water supply and distribution system; and 

WHEREAS, the Company previously issued its $1,500,000 principal amount 8.26% Series due 2022 (the “8.26% Series”), all of which
are currently outstanding, and its $3,500,000 principal amount 8.32% Series due 2022 (the “8.32% Series”), all of which are currently outstanding; and 
 WHEREAS, the Company proposes to create under the Original Indenture, as supplemented by this Forty-seventh Supplemental Indenture, three series of bonds to be designated (i) “First Mortgage
Bond, 3.79% Series due 2041” (herein referred to as the “3.79% Series due 2041”) to be limited in aggregate principal amount to $40,000,000, to bear interest at the rate of 3.79% per annum, and to mature on December 1, 2041,
(ii) “First Mortgage Bond, 3.80% Series due 2042” (herein referred to as the “3.80% Series due 2042”) to be limited in aggregate principal amount to $20,000,000, to bear interest at the rate of 3.80% per annum, and to
mature on December 1, 2042, and (iii) “First Mortgage Bond, 3.85% Series due 2047 (herein referred to as the “3.85% Series due 2047”) to be limited in aggregate principal amount to $20,000,000, to bear interest at the rate
of 3.85% per annum, and to mature on December 1, 2047 (the 3.79% Series due 2041, the 3.80% Series due 2042 and the 3.85% Series due 2047 are collectively referred to as the “Bonds”), each such series to be issued only as
registered bonds without coupons and to be dated the date of delivery thereof; and 

  
 5 








 WHEREAS, the Company proposes to issue the Bonds under the provisions of Article IV of the
Original Indenture, as supplemented by the indentures supplemental thereto, including this Forty-seventh Supplemental Indenture, and will comply with the provisions thereof as well as with other provisions of the Original Indenture and indentures
supplemental thereto in connection with the issuance of additional bonds so that it will be entitled to procure the authentication and delivery of the Bonds; and 
 WHEREAS, Article XVIII of the Original Indenture provides that the Company, when authorized by resolution of its Board of Directors, may with the Trustee enter into an indenture supplemental to the
Original Indenture, which thereafter shall form a part of the Original Indenture, for the purposes, inter alia, of subjecting to the lien of the Original Indenture additional property, of defining the covenants and provisions
applicable to any bonds of any series other than the 3 1/4% Series due 1971, of adding to the covenants and agreements of the Company contained in the Original Indenture other covenants and agreements thereafter to be observed by the Company, of
surrendering any right or power in the Original Indenture reserved to or conferred upon the Company, and of making such provisions in regard to matters or questions arising under the Original Indenture as may be necessary or desirable and not
inconsistent therewith; and 
 WHEREAS, the Company, by proper corporate action, has duly authorized the creation of the 3.79%
Series due 2041, the 3.80% Series due 2042 and the 3.85% Series due 2047 (to be issued in accordance with the terms and provisions of the Original Indenture and indentures supplemental thereto, including this Forty-seventh Supplemental Indenture,
and to be secured by said Original Indenture and indentures supplemental thereto, including this Forty-seventh Supplemental Indenture), and has further duly authorized the execution, delivery and recording of this Forty-seventh Supplemental
Indenture setting forth the terms and provisions of the 3.79% Series due 2041, the 3.80% Series due 2042 and the 3.85% Series due 2047 insofar as said terms and provisions are not set forth in said Original Indenture; and 

WHEREAS, the Bonds and the Trustee’s certificate upon said Bonds are to be substantially in the following form - the proper amount,
names of registered owners and numbers to be inserted therein, and such appropriate insertions, omissions and changes to be made therein as may be required or permitted by this Forty-seventh Supplemental Indenture to conform to any pertinent law or
usage: 
 THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SALES OR OTHER TRANSFERS
HEREOF MAY BE MADE ONLY TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE ACT (“QUALIFIED INSTITUTIONAL BUYERS”), IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE ACT. 

  
 [continued
on next page] 


  
 6 








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

  
 7 









			
	No. R-	  	[PPN]
	$	  	

 AQUA PENNSYLVANIA, INC. 
 (Incorporated under the Laws of the Commonwealth 
 of Pennsylvania) 

First Mortgage Bond, 3.79% Series due 2041 
 Aqua Pennsylvania, Inc. (f/k/a known as Pennsylvania Suburban Water Company, successor by merger to Philadelphia Suburban Water Company), a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania (hereinafter called the “Company”, which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to
             or its registered assigns, on the 1st day of December, 2041 (the “Maturity Date”), at the address designated by the registered owner pursuant to Section 11.1 of
the Bond Purchase Agreement dated as of November 8, 2012, between the Company and the Purchasers listed therein (the “Bond Purchase Agreement”), the sum of          Million Dollars in such coin
or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and to pay interest thereon to the registered owner hereof by wire transfer of immediately available funds in
accordance with Section 11.1 of the Bond Purchase Agreement to such registered owner from the interest payment date next preceding the date of the authentication of this bond (or if this bond is authenticated after a Record Date as defined
below and on or before the succeeding interest payment date, from such succeeding interest payment date, or if this bond is authenticated on or prior to June 1, 2013 from the date hereof) until the principal hereof shall become due and payable,
at the rate of 3.79% per annum, payable semiannually in like coin or currency on the 1st day of June and the 1st day of December in each year, commencing June 1, 2013 and to pay interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and, to the
extent legally enforceable, on any overdue installment of interest at a rate of 5.79% per annum after maturity whether by acceleration or otherwise until paid. 

The interest so payable will (except as otherwise provided in the Forty-seventh Supplemental Indenture referred to
herein) be calculated on the basis of a 360-day year of twelve 30-day months and be paid to the person in whose name this bond (or a bond or bonds in exchange for which this bond was issued) is registered at the close of business on the 15th day of the calendar month preceding the month in which the interest
payment date occurs whether or not such day is a business day (a “Record Date”) and principal, premium, if any, and interest on this bond shall be paid by the Company in accordance with written payment instructions of the registered owner
delivered to the Company on or before such record date. 

  
 8 








 This bond is one of a duly authorized issue of bonds of the Company known as its First
Mortgage Bonds, issued and to be issued without limitation as to aggregate principal amount except as set forth in the Indenture hereinafter mentioned in one or more series and equally secured (except insofar as a sinking fund or other similar fund
established in accordance with the provisions of the Indenture may afford additional security for the bonds of any specific series) by an Indenture of Mortgage (herein called the “Indenture”) dated as of January 1, 1941, executed by
the Philadelphia Suburban Water Company (now Aqua Pennsylvania, Inc., f/k/a Pennsylvania Suburban Water Company, as successor by merger) to The Pennsylvania Company for Insurances on Lives and Granting Annuities (succeeded as trustee by The Bank of
New York Mellon Trust Company, N.A.), as Trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders and registered owners of the bonds and of the Trustee in respect of such security, and the terms and conditions under which the bonds are and are to be secured and may be issued under the Indenture; but neither
the foregoing reference to the Indenture nor any provision of this bond or of the Indenture or of any indenture supplemental thereto shall affect or impair the obligation of the Company, which is absolute and unconditional, to pay at the stated or
accelerated maturity herein and in the Indenture provided, the principal of and premium, if any, and interest on this bond as herein provided. As provided in the Indenture, the bonds may be issued in series for various principal amounts, may bear
different dates and mature at different times, may bear interest at different rates and may otherwise vary as in the Indenture provided or permitted. This bond is one of the bonds described in the Forty-seventh Supplemental Indenture (the
“Forty-seventh Supplemental Indenture”) dated as of October 15, 2012, and designated therein as “First Mortgage Bond, 3.79% Series due 2041” (the “Bonds”). 

Concurrently herewith the Company is issuing its “First Mortgage Bond, 3.80% Series due 2042” in the aggregate principal amount
of $20,000,000 and its “First Mortgage Bond, 3.85% Series due 2047” in the aggregate principal amount of $20,000,000. 

To the extent permitted by and as provided in the Indenture, modifications or alterations of the Indenture, or of any indenture
supplemental thereto, and of the rights and obligations of the Company and of the holders and registered owners of bonds issued and to be issued thereunder may be made with the consent of the Company by an affirmative vote of the holders and
registered owners of not less than 75% in principal amount of bonds then outstanding under the Indenture and entitled to vote, at a meeting of the bondholders called and held as provided in the Indenture, and, in case one or more but less than all
of the series of bonds then outstanding under the Indenture are so affected, by an affirmative vote of the holders and registered owners of not less than 75% in principal amount of bonds of any series then outstanding under the Indenture and
entitled to vote on and affected by such modification or alteration, or by the written consent of the holders and registered owners of such percentages of bonds; provided, however, that no such modification or alteration shall be made which shall
reduce the percentage of bonds the consent of the holders or registered owners of which is required for any such modification or alteration or which shall affect the terms of payment of the principal of or interest on the bonds, or permit the
creation by the Company of any lien prior to or on a parity with the lien of the Indenture with respect to any property subject to the lien of the Indenture as a first mortgage lien thereon, or which shall affect the rights of the holders or
registered owners of less than all of the bonds of any series affected thereby. 
 The Company may, at its option, upon notice
as provided below, redeem at any time all, or from time to time any part of, the Bonds, in an amount not less than 10% of the aggregate principal amount of the Bonds then outstanding in the case of a partial redemption, at 100% of the principal
amount so redeemed, together with interest accrued thereon to the date of such redemption, plus the Make-Whole Amount (as defined in the Forty-seventh Supplemental Indenture) determined for the redemption date with respect to such principal amount
of each bond then outstanding. 

  
 9 








 Any redemption shall be effected by notice mailed to the registered owners thereof, as
provided in the Indenture, at least thirty (30) days and not more than forty-five (45) days before the redemption date, all on the conditions and in the manner provided in the Indenture. Each such notice shall specify such date (which
shall be a Business Day (as defined in the Forty-seventh Supplemental Indenture)), the aggregate principal amount of the Bonds to be redeemed on such date, the principal amount of each bond held by such holder to be redeemed (determined in
accordance with Article I, Section 3 of the Forty-seventh Supplemental Indenture), and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of the chief
financial officer, principal accounting officer, treasurer or comptroller (each, for purposes of this bond, a “Senior Financial Officer”) of the Company as to the estimated Make-Whole Amount due in connection with such redemption
(calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Bonds a certificate of a Senior
Financial Officer specifying the calculation of such Make-Whole Amount as of the specified redemption date. 
 If this bond or
any portion hereof is called for redemption and payment thereof is duly provided for as specified in the Indenture, interest shall cease to accrue hereon or on such portion, as the case may be, from and after the redemption date. In the event of
redemption of this bond in part only, a new bond for the unredeemed portion hereof shall be issued in the name of the holder hereof upon the surrender hereof. 
 The principal hereof may be declared or may become due prior to its Maturity Date on the conditions, in the manner and with the effect set forth in the Indenture upon the happening of an event of default,
as in the Indenture provided; subject, however, to the right, under certain circumstances, of the registered owners of a majority in principal amount of bonds then outstanding, including the Bonds, to annul such declaration. 

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

This bond is transferable by the registered owner hereof in person or by attorney duly authorized in writing, on books of the Company to
be kept for that purpose at the designated office of the Trustee in Philadelphia, Pennsylvania upon surrender hereof for cancellation at such office and upon presentation of a written instrument of transfer duly executed, and thereupon the Company
shall issue in the name of the transferee or transferees, and the Trustee shall authenticate and deliver, a new bond or bonds in authorized denominations, of equal aggregate unpaid principal amount. Any such transfer or exchange shall be subject to
the terms and conditions and to the payment of the charges specified in the Indenture. 
 No recourse shall be had for the
payment of the principal of or interest on this bond or for any claim based hereon or otherwise in respect hereof or of the Indenture or of any indenture supplemental thereto against any incorporator or any past, present or future stockholder,
officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company, or through any such predecessor or successor corporation or through any receiver or trustee in bankruptcy, by virtue
of any constitutional provision, statute or rule of law or equity, or by the enforcement of any assessment or penalty or otherwise; all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly
waived and released by every holder or registered owner hereof, as more fully provided in the Indenture. 

  
 10 









 This bond shall not be entitled to any benefit under the Indenture or any indenture
supplemental thereto, or become valid or obligatory for any purpose, until The Bank of New York Mellon Trust Company, N. A., as Trustee under the Indenture, or a successor trustee thereunder, shall have signed the certificate of authentication
endorsed hereon. 
 This bond shall be deemed to be a contract and shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania (excluding laws governing conflicts of law). 
 IN WITNESS WHEREOF, Aqua Pennsylvania,
Inc. has caused this bond to be signed by its President or a Vice President and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, and this bond to be dated
                . 
  

									
		 		 		 	AQUA PENNSYLVANIA, INC.
					
	Attest:	 		 		 		 	
					
	  
	 		 		 	By	 	  

	Assistant Secretary	 		 		 	(Vice) President

 [Form of Trustee’s Certificate] 

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

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

		 	Authorized Officer



  
 11 









 [Form of Certificate of Transfer] 
 (To be delivered with a Certificated Bond to the Trustee) 
 FOR VALUE RECEIVED,
the undersigned hereby sell(s), assign(s) and transfer(s) unto 
 (please print or typewrite name and address including postal zip code of
assignee and insert Taxpayer Identification No.) 
 this bond and all rights hereunder, hereby irrevocably constituting and appointment attorney
to transfer this bond the books of the Company with full power of substitution in the premises. 
 CERTIFICATE OF TRANSFER

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

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

 

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


If the foregoing box is not checked, then, so long as the accompanying bond shall bear a legend on its face restricting resales and other
transfers thereof (except in the case of a resale or other transfer made (i) to a placement agent referred to in such legend or to the Company or (ii) through a placement agent or by a placement agent acting as principal to a
“qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended, in a transaction approved by a placement agent) the Trustee shall not be obligated to register this bond in the name of any person other
than the registered owner hereof. 
 Dated: 
 NOTICE: The signature of the beneficial owner to this assignment must correspond with the name as written on the face of this bond in every particular, without alteration or enlargement or any change
whatsoever. 
 TO BE COMPLETED BY PURCHASER IF THE BOX ABOVE IS CHECKED: 

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

  
 12 









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

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

  
 13 










			
	No. R-	  	[PPN]
	$	  	

 AQUA PENNSYLVANIA, INC. 
 (Incorporated under the Laws of the Commonwealth 
 of Pennsylvania) 

First Mortgage Bond, 3.80% Series due 2042 
 Aqua Pennsylvania, Inc. (f/k/a known as Pennsylvania Suburban Water Company, successor by merger to Philadelphia Suburban Water Company), a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania (hereinafter called the “Company”, which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to
             or its registered assigns, on the 1st day of December, 2042 (the “Maturity Date”), at the address designated by the registered owner pursuant to Section 11.1 of
the Bond Purchase Agreement dated as of November 8, 2012, between the Company and the Purchasers listed therein (the “Bond Purchase Agreement”), the sum of          Million Dollars in such coin
or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and to pay interest thereon to the registered owner hereof by wire transfer of immediately available funds in
accordance with Section 11.1 of the Bond Purchase Agreement to such registered owner from the interest payment date next preceding the date of the authentication of this bond (or if this bond is authenticated after a Record Date as defined
below and on or before the succeeding interest payment date, from such succeeding interest payment date, or if this bond is authenticated on or prior to June 1, 2013 from the date hereof) until the principal hereof shall become due and payable,
at the rate of 3.80% per annum, payable semiannually in like coin or currency on the 1st day of June and the 1st day of December in each year, commencing June 1, 2013 and to pay interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and, to the
extent legally enforceable, on any overdue installment of interest at a rate of 5.80% per annum after maturity whether by acceleration or otherwise until paid. 

The interest so payable will (except as otherwise provided in the Forty-seventh Supplemental Indenture referred to
herein) be calculated on the basis of a 360-day year of twelve 30-day months and be paid to the person in whose name this bond (or a bond or bonds in exchange for which this bond was issued) is registered at the close of business on the 15th day of the calendar month preceding the month in which the interest
payment date occurs whether or not such day is a business day (a “Record Date”) and principal, premium, if any, and interest on this bond shall be paid by the Company in accordance with written payment instructions of the registered owner
delivered to the Company on or before such record date. 

  
 14 









 This bond is one of a duly authorized issue of bonds of the Company known as its First
Mortgage Bonds, issued and to be issued without limitation as to aggregate principal amount except as set forth in the Indenture hereinafter mentioned in one or more series and equally secured (except insofar as a sinking fund or other similar fund
established in accordance with the provisions of the Indenture may afford additional security for the bonds of any specific series) by an Indenture of Mortgage (herein called the “Indenture”) dated as of January 1, 1941, executed by
the Philadelphia Suburban Water Company (now Aqua Pennsylvania, Inc., f/k/a Pennsylvania Suburban Water Company, as successor by merger) to The Pennsylvania Company for Insurances on Lives and Granting Annuities (succeeded as trustee by The Bank of
New York Mellon Trust Company, N.A.), as Trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders and registered owners of the bonds and of the Trustee in respect of such security, and the terms and conditions under which the bonds are and are to be secured and may be issued under the Indenture; but neither
the foregoing reference to the Indenture nor any provision of this bond or of the Indenture or of any indenture supplemental thereto shall affect or impair the obligation of the Company, which is absolute and unconditional, to pay at the stated or
accelerated maturity herein and in the Indenture provided, the principal of and premium, if any, and interest on this bond as herein provided. As provided in the Indenture, the bonds may be issued in series for various principal amounts, may bear
different dates and mature at different times, may bear interest at different rates and may otherwise vary as in the Indenture provided or permitted. This bond is one of the bonds described in the Forty-seventh Supplemental Indenture (the
“Forty-seventh Supplemental Indenture”) dated as of October 15, 2012, and designated therein as “First Mortgage Bond, 3.80% Series due 2042” (the “Bonds”). 

Concurrently herewith the Company is issuing its “First Mortgage Bond, 3.79% Series due 2041” in the aggregate principal amount
of $40,000,000 and its “First Mortgage Bond, 3.85% Series due 2047” in the aggregate principal amount of $20,000,000. 

To the extent permitted by and as provided in the Indenture, modifications or alterations of the Indenture, or of any indenture
supplemental thereto, and of the rights and obligations of the Company and of the holders and registered owners of bonds issued and to be issued thereunder may be made with the consent of the Company by an affirmative vote of the holders and
registered owners of not less than 75% in principal amount of bonds then outstanding under the Indenture and entitled to vote, at a meeting of the bondholders called and held as provided in the Indenture, and, in case one or more but less than all
of the series of bonds then outstanding under the Indenture are so affected, by an affirmative vote of the holders and registered owners of not less than 75% in principal amount of bonds of any series then outstanding under the Indenture and
entitled to vote on and affected by such modification or alteration, or by the written consent of the holders and registered owners of such percentages of bonds; provided, however, that no such modification or alteration shall be made which shall
reduce the percentage of bonds the consent of the holders or registered owners of which is required for any such modification or alteration or which shall affect the terms of payment of the principal of or interest on the bonds, or permit the
creation by the Company of any lien prior to or on a parity with the lien of the Indenture with respect to any property subject to the lien of the Indenture as a first mortgage lien thereon, or which shall affect the rights of the holders or
registered owners of less than all of the bonds of any series affected thereby. 
 The Company may, at its option, upon notice
as provided below, redeem at any time all, or from time to time any part of, the Bonds, in an amount not less than 10% of the aggregate principal amount of the Bonds then outstanding in the case of a partial redemption, at 100% of the principal
amount so redeemed, together with interest accrued thereon to the date of such redemption, plus the Make-Whole Amount (as defined in the Forty-seventh Supplemental Indenture) determined for the redemption date with respect to such principal amount
of each bond then outstanding. 

  
 15 









 Any redemption shall be effected by notice mailed to the registered owners thereof, as
provided in the Indenture, at least thirty (30) days and not more than forty-five (45) days before the redemption date, all on the conditions and in the manner provided in the Indenture. Each such notice shall specify such date (which
shall be a Business Day (as defined in the Forty-seventh Supplemental Indenture)), the aggregate principal amount of the Bonds to be redeemed on such date, the principal amount of each bond held by such holder to be redeemed (determined in
accordance with Article I, Section 3 of the Forty-seventh Supplemental Indenture), and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of the chief
financial officer, principal accounting officer, treasurer or comptroller (each, for purposes of this bond, a “Senior Financial Officer”) of the Company as to the estimated Make-Whole Amount due in connection with such redemption
(calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Bonds a certificate of a Senior
Financial Officer specifying the calculation of such Make-Whole Amount as of the specified redemption date. 
 If this bond or
any portion hereof is called for redemption and payment thereof is duly provided for as specified in the Indenture, interest shall cease to accrue hereon or on such portion, as the case may be, from and after the redemption date. In the event of
redemption of this bond in part only, a new bond for the unredeemed portion hereof shall be issued in the name of the holder hereof upon the surrender hereof. 
 The principal hereof may be declared or may become due prior to its Maturity Date on the conditions, in the manner and with the effect set forth in the Indenture upon the happening of an event of default,
as in the Indenture provided; subject, however, to the right, under certain circumstances, of the registered owners of a majority in principal amount of bonds then outstanding, including the Bonds, to annul such declaration. 

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

This bond is transferable by the registered owner hereof in person or by attorney duly authorized in writing, on books of the Company to
be kept for that purpose at the designated office of the Trustee in Philadelphia, Pennsylvania upon surrender hereof for cancellation at such office and upon presentation of a written instrument of transfer duly executed, and thereupon the Company
shall issue in the name of the transferee or transferees, and the Trustee shall authenticate and deliver, a new bond or bonds in authorized denominations, of equal aggregate unpaid principal amount. Any such transfer or exchange shall be subject to
the terms and conditions and to the payment of the charges specified in the Indenture. 
 No recourse shall be had for the
payment of the principal of or interest on this bond or for any claim based hereon or otherwise in respect hereof or of the Indenture or of any indenture supplemental thereto against any incorporator or any past, present or future stockholder,
officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company, or through any such predecessor or successor corporation or through any receiver or trustee in bankruptcy, by virtue
of any constitutional provision, statute or rule of law or equity, or by the enforcement of any assessment or penalty or otherwise; all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly
waived and released by every holder or registered owner hereof, as more fully provided in the Indenture. 

  
 16 









 This bond shall not be entitled to any benefit under the Indenture or any indenture
supplemental thereto, or become valid or obligatory for any purpose, until The Bank of New York Mellon Trust Company, N. A., as Trustee under the Indenture, or a successor trustee thereunder, shall have signed the certificate of authentication
endorsed hereon. 
 This bond shall be deemed to be a contract and shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania (excluding laws governing conflicts of law). 
 IN WITNESS WHEREOF, Aqua Pennsylvania,
Inc. has caused this bond to be signed by its President or a Vice President and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, and this bond to be dated
                . 
  

									
		 		 		 	AQUA PENNSYLVANIA, INC.
					
	Attest:	 		 		 		 	
					
	  
	 		 		 	By	 	  

	Assistant Secretary	 		 		 	(Vice) President

 [Form of Trustee’s Certificate] 

This bond is one of the bonds, of the series designated therein, referred to in the within-mentioned Forty-seventh Supplemental
Indenture. 
  

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

		 	Authorized Officer



  
 17 









 [Form of Certificate of Transfer] 
 (To be delivered with a Certificated Bond to the Trustee) 
 FOR VALUE RECEIVED,
the undersigned hereby sell(s), assign(s) and transfer(s) unto 
 (please print or typewrite name and address including postal zip code of
assignee and insert Taxpayer Identification No.) 
 this bond and all rights hereunder, hereby irrevocably constituting and appointment attorney
to transfer this bond the books of the Company with full power of substitution in the premises. 
 CERTIFICATE OF TRANSFER

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

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

 

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


If the foregoing box is not checked, then, so long as the accompanying bond shall bear a legend on its face restricting resales and other
transfers thereof (except in the case of a resale or other transfer made (i) to a placement agent referred to in such legend or to the Company or (ii) through a placement agent or by a placement agent acting as principal to a
“qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended, in a transaction approved by a placement agent) the Trustee shall not be obligated to register this bond in the name of any person other
than the registered owner hereof. 
 Dated: 
 NOTICE: The signature of the beneficial owner to this assignment must correspond with the name as written on the face of this bond in every particular, without alteration or enlargement or any change
whatsoever. 
 TO BE COMPLETED BY PURCHASER IF THE BOX ABOVE IS CHECKED: 

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

  
 18 









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

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

  
 19 










			
	No. R-	 	[PPN]
	$	 	

 AQUA PENNSYLVANIA, INC. 
 (Incorporated under the Laws of the Commonwealth 
 of Pennsylvania) 

First Mortgage Bond, 3.85% Series due 2047 
 Aqua Pennsylvania, Inc. (f/k/a known as Pennsylvania Suburban Water Company, successor by merger to Philadelphia Suburban Water Company), a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania (hereinafter called the “Company”, which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to
             or its registered assigns, on the 1st day of December, 2047 (the “Maturity Date”), at the address designated by the registered owner pursuant to Section 11.1 of
the Bond Purchase Agreement dated as of November 8, 2012, between the Company and the Purchasers listed therein (the “Bond Purchase Agreement”), the sum of          Million Dollars in such coin
or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and to pay interest thereon to the registered owner hereof by wire transfer of immediately available funds in
accordance with Section 11.1 of the Bond Purchase Agreement to such registered owner from the interest payment date next preceding the date of the authentication of this bond (or if this bond is authenticated after a Record Date as defined
below and on or before the succeeding interest payment date, from such succeeding interest payment date, or if this bond is authenticated on or prior to June 1, 2013 from the date hereof) until the principal hereof shall become due and payable,
at the rate of 3.85% per annum, payable semiannually in like coin or currency on the 1st day of June and the 1st day of December in each year, commencing June 1, 2013 and to pay interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and, to the
extent legally enforceable, on any overdue installment of interest at a rate of 5.85% per annum after maturity whether by acceleration or otherwise until paid. 

The interest so payable will (except as otherwise provided in the Forty-seventh Supplemental Indenture referred to
herein) be calculated on the basis of a 360-day year of twelve 30-day months and be paid to the person in whose name this bond (or a bond or bonds in exchange for which this bond was issued) is registered at the close of business on the 15th day of the calendar month preceding the month in which the interest
payment date occurs whether or not such day is a business day (a “Record Date”) and principal, premium, if any, and interest on this bond shall be paid by the Company in accordance with written payment instructions of the registered owner
delivered to the Company on or before such record date. 

  
 20 









 This bond is one of a duly authorized issue of bonds of the Company known as its First
Mortgage Bonds, issued and to be issued without limitation as to aggregate principal amount except as set forth in the Indenture hereinafter mentioned in one or more series and equally secured (except insofar as a sinking fund or other similar fund
established in accordance with the provisions of the Indenture may afford additional security for the bonds of any specific series) by an Indenture of Mortgage (herein called the “Indenture”) dated as of January 1, 1941, executed by
the Philadelphia Suburban Water Company (now Aqua Pennsylvania, Inc., f/k/a Pennsylvania Suburban Water Company, as successor by merger) to The Pennsylvania Company for Insurances on Lives and Granting Annuities (succeeded as trustee by The Bank of
New York Mellon Trust Company, N.A.), as Trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders and registered owners of the bonds and of the Trustee in respect of such security, and the terms and conditions under which the bonds are and are to be secured and may be issued under the Indenture; but neither
the foregoing reference to the Indenture nor any provision of this bond or of the Indenture or of any indenture supplemental thereto shall affect or impair the obligation of the Company, which is absolute and unconditional, to pay at the stated or
accelerated maturity herein and in the Indenture provided, the principal of and premium, if any, and interest on this bond as herein provided. As provided in the Indenture, the bonds may be issued in series for various principal amounts, may bear
different dates and mature at different times, may bear interest at different rates and may otherwise vary as in the Indenture provided or permitted. This bond is one of the bonds described in the Forty-seventh Supplemental Indenture (the
“Forty-seventh Supplemental Indenture”) dated as of October 15, 2012, and designated therein as “First Mortgage Bond, 3.85% Series due 2047” (the “Bonds”). 

Concurrently herewith the Company is issuing its “First Mortgage Bond, 3.79% Series due 2041” in the aggregate principal amount
of $40,000,000 and its “First Mortgage Bond, 3.80% Series due 2042” in the aggregate principal amount of $20,000,000. 

To the extent permitted by and as provided in the Indenture, modifications or alterations of the Indenture, or of any indenture
supplemental thereto, and of the rights and obligations of the Company and of the holders and registered owners of bonds issued and to be issued thereunder may be made with the consent of the Company by an affirmative vote of the holders and
registered owners of not less than 75% in principal amount of bonds then outstanding under the Indenture and entitled to vote, at a meeting of the bondholders called and held as provided in the Indenture, and, in case one or more but less than all
of the series of bonds then outstanding under the Indenture are so affected, by an affirmative vote of the holders and registered owners of not less than 75% in principal amount of bonds of any series then outstanding under the Indenture and
entitled to vote on and affected by such modification or alteration, or by the written consent of the holders and registered owners of such percentages of bonds; provided, however, that no such modification or alteration shall be made which shall
reduce the percentage of bonds the consent of the holders or registered owners of which is required for any such modification or alteration or which shall affect the terms of payment of the principal of or interest on the bonds, or permit the
creation by the Company of any lien prior to or on a parity with the lien of the Indenture with respect to any property subject to the lien of the Indenture as a first mortgage lien thereon, or which shall affect the rights of the holders or
registered owners of less than all of the bonds of any series affected thereby. 
 The Company may, at its option, upon notice
as provided below, redeem at any time all, or from time to time any part of, the Bonds, in an amount not less than 10% of the aggregate principal amount of the Bonds then outstanding in the case of a partial redemption, at 100% of the principal
amount so redeemed, together with interest accrued thereon to the date of such redemption, plus the Make-Whole Amount (as defined in the Forty-seventh Supplemental Indenture) determined for the redemption date with respect to such principal amount
of each bond then outstanding. 

  
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 Any redemption shall be effected by notice mailed to the registered owners thereof, as
provided in the Indenture, at least thirty (30) days and not more than forty-five (45) days before the redemption date, all on the conditions and in the manner provided in the Indenture. Each such notice shall specify such date (which
shall be a Business Day (as defined in the Forty-seventh Supplemental Indenture)), the aggregate principal amount of the Bonds to be redeemed on such date, the principal amount of each bond held by such holder to be redeemed (determined in
accordance with Article I, Section 3 of the Forty-seventh Supplemental Indenture), and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of the chief
financial officer, principal accounting officer, treasurer or comptroller (each, for purposes of this bond, a “Senior Financial Officer”) of the Company as to the estimated Make-Whole Amount due in connection with such redemption
(calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Bonds a certificate of a Senior
Financial Officer specifying the calculation of such Make-Whole Amount as of the specified redemption date. 
 If this bond or
any portion hereof is called for redemption and payment thereof is duly provided for as specified in the Indenture, interest shall cease to accrue hereon or on such portion, as the case may be, from and after the redemption date. In the event of
redemption of this bond in part only, a new bond for the unredeemed portion hereof shall be issued in the name of the holder hereof upon the surrender hereof. 
 The principal hereof may be declared or may become due prior to its Maturity Date on the conditions, in the manner and with the effect set forth in the Indenture upon the happening of an event of default,
as in the Indenture provided; subject, however, to the right, under certain circumstances, of the registered owners of a majority in principal amount of bonds then outstanding, including the Bonds, to annul such declaration. 

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

This bond is transferable by the registered owner hereof in person or by attorney duly authorized in writing, on books of the Company to
be kept for that purpose at the designated office of the Trustee in Philadelphia, Pennsylvania upon surrender hereof for cancellation at such office and upon presentation of a written instrument of transfer duly executed, and thereupon the Company
shall issue in the name of the transferee or transferees, and the Trustee shall authenticate and deliver, a new bond or bonds in authorized denominations, of equal aggregate unpaid principal amount. Any such transfer or exchange shall be subject to
the terms and conditions and to the payment of the charges specified in the Indenture. 
 No recourse shall be had for the
payment of the principal of or interest on this bond or for any claim based hereon or otherwise in respect hereof or of the Indenture or of any indenture supplemental thereto against any incorporator or any past, present or future stockholder,
officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company, or through any such predecessor or successor corporation or through any receiver or trustee in bankruptcy, by virtue
of any constitutional provision, statute or rule of law or equity, or by the enforcement of any assessment or penalty or otherwise; all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly
waived and released by every holder or registered owner hereof, as more fully provided in the Indenture. 

  
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 This bond shall not be entitled to any benefit under the Indenture or any indenture
supplemental thereto, or become valid or obligatory for any purpose, until The Bank of New York Mellon Trust Company, N. A., as Trustee under the Indenture, or a successor trustee thereunder, shall have signed the certificate of authentication
endorsed hereon. 
 This bond shall be deemed to be a contract and shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania (excluding laws governing conflicts of law). 
 IN WITNESS WHEREOF, Aqua Pennsylvania,
Inc. has caused this bond to be signed by its President or a Vice President and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, and this bond to be dated
                . 
  

							
		 		 	AQUA PENNSYLVANIA, INC.
				
	Attest:	 		 		 	
				
	  
	 		 	By	 	  

	Assistant Secretary	 		 	(Vice) President

 [Form of Trustee’s Certificate] 

This bond is one of the bonds, of the series designated therein, referred to in the within-mentioned Forty-seventh Supplemental
Indenture. 
  

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

		 	Authorized Officer



  
 23 









 [Form of Certificate of Transfer] 
 (To be delivered with a Certificated Bond to the Trustee) 
 FOR VALUE RECEIVED,
the undersigned hereby sell(s), assign(s) and transfer(s) unto 
 (please print or typewrite name and address including postal zip code of
assignee and insert Taxpayer Identification No.) 
 this bond and all rights hereunder, hereby irrevocably constituting and appointment attorney
to transfer this bond the books of the Company with full power of substitution in the premises. 
 CERTIFICATE OF TRANSFER

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

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

 

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


If the foregoing box is not checked, then, so long as the accompanying bond shall bear a legend on its face restricting resales and other
transfers thereof (except in the case of a resale or other transfer made (i) to a placement agent referred to in such legend or to the Company or (ii) through a placement agent or by a placement agent acting as principal to a
“qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended, in a transaction approved by a placement agent) the Trustee shall not be obligated to register this bond in the name of any person other
than the registered owner hereof. 
 Dated: 
 NOTICE: The signature of the beneficial owner to this assignment must correspond with the name as written on the face of this bond in every particular, without alteration or enlargement or any change
whatsoever. 
 TO BE COMPLETED BY PURCHASER IF THE BOX ABOVE IS CHECKED: 

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

  
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 and; 
 WHEREAS, all acts and things necessary to make the bonds, when executed by the Company and authenticated and delivered by the Trustee as in this Forty-seventh Supplemental Indenture provided and issued by
the Company, valid, binding and legal obligations of the Company, and this Forty-seventh Supplemental Indenture a valid and enforceable supplement to said Original Indenture, have been done, performed and fulfilled, and the execution of this
Forty-seventh Supplemental Indenture has been in all respects duly authorized: 
 NOW, THEREFORE, THIS FORTY-SEVENTH
SUPPLEMENTAL INDENTURE WITNESSETH: That, in order to secure the payment of the principal and interest of all bonds issued under the Original Indenture and all indentures supplemental thereto, according to their tenor and effect, and according to the
terms of the Original Indenture and of any indenture supplemental thereto, and to secure the performance of the covenants and obligations in said bonds and in the Original Indenture and any indenture supplemental thereto respectively contained, and
to provide for the proper issuing, conveying and confirming unto the Trustee, its successors in said trust and its and their assigns forever, upon the trusts and for the purposes expressed in the Original Indenture and in any indenture supplemental
thereto, all and singular the estates, property and franchises of the Company thereby mortgaged or intended so to be, the Company, for and in consideration of the premises and of the sum of One Dollar ($1.00) in hand paid by the Trustee to the
Company upon the execution and delivery of this Forty-seventh Supplemental Indenture, receipt whereof is hereby acknowledged, and of other good and valuable consideration, has granted, bargained, sold, aliened, enfeoffed, released and confirmed and
by these presents does grant, bargain, sell, alien, enfeoff, release and confirm unto The Bank of New York Mellon Trust Company, N. A. as Trustee, and to its successors in said trust and its and their assigns forever: 

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

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

  
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 II. 
 BUILDINGS AND EQUIPMENT. 
 All mains, pipes, pipe lines, service pipes, buildings,
improvements, standpipes, reservoirs, wells, flumes, sluices, canals, basins, cribs, machinery, conduits, hydrants, water works, plants and systems, tanks, shops, structures, purification systems, pumping stations, fixtures, engines, boilers, pumps,
meters and equipment which are now owned or may hereafter be acquired by the Company (except as herein expressly excepted), including all improvements, additions and extensions appurtenant to any real or fixed property now or hereafter subject to
the lien of the Original Indenture or any indenture supplemental thereto which are used or useful in connection with the business of the Company as a water company or as a water utility, whether any of the foregoing property is now owned or may
hereafter be acquired by the Company. 
 It is hereby declared by the Company that all property of the kinds described in the
next preceding paragraph, whether now owned or hereafter acquired, has been or is or will be owned or acquired with the intention of using the same in carrying on the business or branches of the business of the Company, and it is hereby declared
that it is the intention of the Company that all thereof (except property hereinafter specifically excepted) shall be subject to the lien of the Original Indenture. 
 It is agreed by the Company that so far as may be permitted by law tangible personal property now owned or hereafter acquired by the Company, except such as is hereafter expressly excepted from the lien
hereof, shall be deemed to be and construed as fixtures and appurtenances to the real property of the Company. 
 III.

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

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

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

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

  
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 TO HAVE AND TO HOLD, all and singular the property, rights, privileges and franchises hereby
conveyed, transferred or pledged or intended so to be unto the Trustee and its successors in the trust heretofore and hereby created, and its and their assigns forever. 
 IN TRUST NEVERTHELESS, for the equal pro rata benefit and security of each and every entity who may be or become the holders of bonds and coupons secured by the Original Indenture or by any indenture
supplemental thereto, or both, without preference, priority or distinction as to lien or otherwise of any bond or coupon over or from any other bond or coupon, so that each and every of said bonds and coupons issued or to be issued, of whatsoever
series, shall have the same right, lien and privilege under the Original Indenture and all indentures supplemental thereto and shall be equally secured hereby and thereby, with the same effect as if said bonds and coupons had all been made, issued
and negotiated simultaneously on the date thereof; subject, however, to the provisions with reference to extended, transferred or pledged coupons and claims for interest contained in the Original Indenture and subject to any sinking or improvement
fund or maintenance deposit provisions, or both, for the benefit of any particular series of bonds. 
 IT IS HEREBY COVENANTED,
DECLARED AND AGREED, by and between the parties hereto, that all such bonds and coupons are to be authenticated, delivered and issued, and that all property subject or to become subject hereto is to be held subject to the further covenants,
conditions, uses and trusts hereinafter set forth, and the Company, for itself and its successors and assigns, does hereby covenant and agree to and with the Trustee and its successor or successors in said trust, for the benefit of those who shall
hold said bonds and coupons, or any of them, issued under this Indenture or any indenture supplemental hereto, or both, as follows: 
 ARTICLE I. 
 Form, Authentication and Delivery of the Bonds; Redemption
Provisions 
 SECTION 1. There shall be a sixty-second series limited in aggregate principal amount of $40,000,000
designated as “Aqua Pennsylvania, Inc., First Mortgage Bond, 3.79% Series due 2041”, a sixty-third series of bonds limited in aggregate principal amount to $20,000,000 designated as “Aqua Pennsylvania, Inc., First Mortgage Bond, 3.80%
Series due 2042” and a sixty-fourth series of bonds limited in aggregate principal amount to $20,000,000 designated as “Aqua Pennsylvania, Inc., First Mortgage Bond, 3.85% Series due 2047”. 

Interest on each Series of the Bonds shall be payable semiannually on June 1 and December 1 (each an “Interest Payment
Date”) in each year commencing June 1, 2013. Each Bond shall be dated the date of its authentication and shall bear interest from the interest payment date next preceding the date of the authentication of such Bond (or if such Bond is
authenticated after a Record Date as defined below and on or before the succeeding interest payment date, from such succeeding interest payment date, or if such Bond is authenticated on or prior to the record date for the first interest payment date
for the Bonds, in which case it shall bear interest from the date of original issuance of the Bonds); provided, however, that, if at the time of authentication of any Bond, interest on the predecessor Bond of such Bond is in default, such Bond shall
bear interest from the date to which interest has been paid, or, if no interest has been paid, from the date of original issuance thereof. The 3.79% Series due 2041 shall be stated to mature (subject to the right of earlier redemption at the prices
and dates and upon the terms and conditions hereinafter set forth) on December 1, 2041 and shall bear interest at the rate of 3.79% per annum. The 3.80% Series due 2042 shall be stated to mature (subject to the right of earlier redemption
at the prices and dates and upon the terms and conditions hereinafter set forth) on December 1, 2042 and shall bear interest at the rate of 3.80% per annum. The 3.85% Series due 2047 shall be stated to mature (subject to the right of
earlier redemption at the prices and dates and upon the terms and conditions hereinafter set forth) on December 1, 2047 and shall bear interest at the rate of 3.85% per annum. Any payment of principal of or interest on any Bond that is due
on a date other than a Business Day (as defined below) shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if
the maturity date of any Bond is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable
on such next succeeding Business Day. As used herein, “Business Day” means any day other than a Saturday or Sunday, on which the Trustee, any paying agent or banks in New York, New York are not required or authorized by law or executive
order to close. 

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

The principal of, and interest on the Bonds shall be payable as provided in the form of Bond, and shall be payable, along with interest
on the Bonds, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts; each installment of interest shall be paid by bank wire transfer of immediately available
funds pursuant to instructions and conditions incorporated in an agreement between such person and the Trustee or the Company. 
 The person in whose name any Bond is registered at the close of business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest
Payment Date notwithstanding the cancellation of such Bond upon any transfer or exchange subsequent to the Record Date and prior to such Interest Payment Date; provided, however, that if and to the extent the Company shall default in the payment of
the interest due on such Interest Payment Date, such defaulted interest shall be paid to the persons in whose names outstanding Bonds are registered at the close of business on a subsequent Record Date established by notice given by mail by or on
behalf of the Company to the holders of Bonds not less than fifteen (15) days preceding such subsequent Record Date, such Record Date to be not less than ten (10) days preceding the date of payment of such defaulted interest. The term
“Record Date” as used in this Section 1 with respect to any regular Interest Payment Date shall mean the fifteenth (15th) day of the calendar month preceding such Interest Payment Date. 

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

  
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 The text of the Bonds and of the certificate of the Trustee upon such Bonds shall be,
respectively, substantially of the tenor and effect hereinbefore recited. 
 SECTION 2. The Company may redeem the Bonds prior
to maturity only as provided in this Section and upon payment of the redemption price specified in this Section. The Company may, at its option, upon notice as provided below, redeem at any time all, or from time to time any part of, the Bonds, in
an amount not less than 10% of the aggregate principal amount of the Bonds then outstanding in the case of a partial redemption, at 100% of the principal amount so redeemed, together with interest accrued thereon to the date of such redemption, plus
the Make-Whole Amount (as defined below) determined for the redemption date with respect to such principal amount of each Bond then outstanding. The Company will give each holder of Bonds and the Trustee written notice of each optional redemption
under this Section 2 not less than 30 days and not more than 45 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Bonds to be
redeemed on such date, the principal amount of each Bond held by such holder to be redeemed (determined in accordance with Section 3 below), and the interest to be paid on the redemption date with respect to such principal amount being
redeemed, and shall be accompanied by a certificate of the chief financial officer, principal accounting officer, treasurer or comptroller (each, for purposes of this Article I, a “Senior Financial Officer”) of the Company as to the
estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company
shall deliver to each holder of Bonds and the Trustee a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified redemption date. 

The term “Make-Whole Amount” means, with respect to any Bond, an amount equal to the excess, if any, of the Discounted Value of
the Remaining Scheduled Payments with respect to the Called Principal of such Bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole
Amount, the following terms have the following meanings: 
 “Called Principal” means, with respect to any Bond, the
principal of such Bond that is to be prepaid pursuant to this Section 2. 
 “Discounted Value” means, with
respect to the Called Principal of any Bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called
Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on such Bond is payable) equal to the Reinvestment Yield with respect to such Called Principal.

 “Reinvestment Yield” means, with respect to the Called Principal of any Bond, 0.50% over the yield to maturity
implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display
as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or
(ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such
yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having
a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. 

  
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 In the case of each determination under clause (i) or clause (ii), as the case may be,
of the preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly
between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average
Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Bond. 
 “Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into
(ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that
will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment. 
 “Remaining Scheduled Payments” means, with respect to the Called Principal of any Bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date
with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of such Bond,
then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to this Section 2. 

“Settlement Date” means, with respect to the Called Principal of any Bond, the date on which such Called Principal is to be
redeemed pursuant to this Section 2. 
 SECTION 3. In the case of each partial redemption of the Bonds, the principal
amount of the Bonds to be redeemed shall be allocated among all of the Bonds at the time outstanding in proportion, as nearly as practicable, to their respective unpaid principal amounts thereof. 

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

 SECTION 5. All Bonds deemed to have been paid in full as provided in Section 2 and 3 of this Article I of this
Forty-seventh Supplemental Indenture shall be surrendered to the Trustee for cancellation, and the Trustee shall forthwith cancel the same and, in accordance with applicable laws and regulations and the Trustee’s policies and procedures, and on
the written request of the Company, deliver the same to the Company. Any Bond paid in full, whether at maturity or earlier redemption, shall be surrendered to the Company and cancelled and shall not be reissued, and no Bond shall be issued in lieu
of the principal amount of such Bond paid at maturity or redemption. In case part of an outstanding Bond shall be deemed to have been partially paid as provided in said Section 2 or Section 3, upon presentation of such Bond at the
designated office of the Trustee, the Trustee shall make a notation thereon of the payment of the portion of the principal amount of such Bond so deemed to have been paid unless the registered owner shall elect to surrender such Bond to the Trustee,
in which case the Company shall execute and the Trustee shall authenticate and deliver, without charge to the registered owner, Bonds in such authorized denominations as shall be specified by the registered owner for the unpaid balance of the
principal amount of such outstanding Bond. The holder of a Bond that has been partially paid, shall not be required to surrender such Bond to the Trustee or the Company; provided, however, prior to any sale or other disposition of any Bond by a
holder thereof, such holder will either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Bond to the Company in exchange for a new Bond or Bonds pursuant to Article II
of the Original Indenture. 

  
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 SECTION 6. The 3.79% Series due 2041 in the aggregate principal amount of $40,000,000, the
3.80% Series due 2042 in the aggregate principal amount of $20,000,000 and the 3.85% Series due 2047 in the aggregate principal amount of $20,000,000 may be issued under the provisions of Article IV of the Original Indenture and may forthwith be
executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered to or upon the order of the Company, upon receipt by the Trustee of the resolutions, certificates, opinions or other instruments or all of
the foregoing required to be delivered upon the issue of bonds pursuant to the provisions of the Original Indenture 
 ARTICLE
II. 
 Maintenance or Improvement Deposit. 
 SECTION 1. The Company covenants that it will deposit with the Trustee on or before the March 1 next occurring after the bonds of the bonds of the 9.93% Series due 2013 cease to be outstanding, or on
or before the next March 1 next occurring after the bonds of the 9.97% Series due 2018 cease to be outstanding, or on or before the March 1 next occurring after the bonds of the 9.29% Series due 2026 cease to be outstanding, or on or
before the March 1 next occurring after the bonds of the 9.17% Series due 2021 cease to be outstanding, or on or before the March 1 next occurring after the bonds of any of the Subseries of the 1995 Medium Term Note Series issued under the
Twenty-Ninth Supplemental Indenture (consisting of the 7.72% Subseries A due 2025 and the 6.89% Subseries C due 2015) shall cease to be outstanding, or on or before March 1 next occurring after the bonds of any of the Subseries of the 1999
Medium Term Note Series issued under the Thirty-Third Supplemental Indenture (consisting of the 8.26% Subseries F due 2022, the 8.32% Subseries I due 2022, the 8.14% Subseries J due 2025, the 5.08% Subseries O due 2015, the 5.17% Subseries P due
2017, the 5.751% Subseries Q due 2019, the 5.751% Subseries R due 2019, the 6.06% Subseries S due 2027, the 6.06% Subseries T due 2027 and the 5.98% Subseries U due 2028) cease to be outstanding, or on or before March 1 next occurring after the
bonds of the 5.35% Series due 2031 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.55% Series due 2032 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.15%
Series due 2032 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.05% Series due 2039 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.00% Series due 2036 cease
to be outstanding, or on or before March 1 next occurring after the bonds of the 5.00% Series due 2037 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.00% Series due 2038 cease to be outstanding, or
on or before March 1 next occurring after the bonds of the 5.00% Series due 2035 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.00% Series due 2040 cease to be outstanding or on or before
March 1 next occurring after the bonds of the 5.00% Series due 2041 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.25% Series due 2042 cease to be outstanding, or on or before March 1 next
occurring after the bonds of the 5.25% Series due 2043 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 6.25% Series due 2017 cease to be outstanding, or on or before March 1 next occurring after the
bonds of the 6.75% Series due 2018 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.00% Series due 2033 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.00%
Series due 2034 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.00% Series due 2039 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 5.00% Series due 2040 cease
to be outstanding, or on or before March 1 next occurring after the bonds of the 4.75% Series due 2040 cease to be outstanding, or on or before March 1 next occurring after the bonds of the 4.50% Series due 2042 cease to be outstanding, or
on or before March 1 next occurring after the bonds of the 5.00% Series due 2043 cease to be outstanding, whichever is latest, and on or before March 1 in each year thereafter if and so long as any of the Bonds are outstanding, an amount
in cash (the “Maintenance or Improvement Deposit”) equal to 9% of the Gross Operating Revenues of the Company during the preceding calendar year less, to the extent that the Company desires to take such credits, the following: 

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

  
 32 









 (b) the Cost or Fair Value, whichever is less, of Permanent Additions
acquired during such calendar year which at the time of taking such credit constitute Available Permanent Additions; and 
 (c) the unapplied balance, or any part thereof, of the Cost or Fair Value, whichever is less, of Available Permanent Additions acquired by the Company during the five calendar years preceding such
calendar year and specified in the Officers’ Certificates delivered to the Trustee pursuant to Section 2 of this Article, but only to the extent that the Permanent Additions with respect to which such Cost or Fair Value was determined
shall at the time of taking such credit constitute Available Permanent Additions. 
 SECTION 2. The Company covenants that it
will on or before March 1 in each year, beginning with the first deposit made with the Trustee under the provisions of Section 1 of this Article, as long as any of the Bonds are outstanding, deliver to the Trustee the following:

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

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

  
 33 









 (ii) 9% of such Gross Operating Revenues; 

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

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

(v) An amount which shall be the aggregate of all amounts set forth pursuant to the provisions of clause (c) of the
foregoing subparagraph (iv); 
 (vi) The Cost or Fair Value, whichever is less, of Available Permanent Additions
acquired by the Company during the preceding calendar year; 
 (vii) That part of the amount set forth in
subparagraph (vi) which the Company desires to use as a credit against the Maintenance or Improvement Deposit; 
 (viii) The amount of cash payable to the Trustee under the provisions of Section 1 of this Article, which shall be the amount by which the amount set forth in subparagraph (ii) hereof exceeds
the sum of the amounts set forth in subparagraphs (iii), (v) and (vii) hereof; 
 (ix) The sum of all
amounts charged on the books of the Company against any reserve for retirement or depreciation during the preceding calendar year representing the aggregate of the Cost when acquired of any part of the Company’s plants and property of the
character described in the granting clauses hereof which has been permanently retired or abandoned; 
 (x) The
aggregate of the amounts set forth in subparagraphs (v) and (vii) hereof; 
 (xi) The amount by which
the amount set forth in subparagraph (x) exceeds the amount set forth in subparagraph (ix), being the amount required to be deducted from the Cost or Fair Value of Available Permanent Additions in order to determine a Net Amount of Available
Permanent Additions pursuant to the provisions of Section 9 of Article I of the Original Indenture; 

  
 34 









 (xii) The amount set forth in subparagraph (vi) after deducting the
amount, if any, set forth in subparagraph (vii); and 
 (xiii) That all conditions precedent to the taking of
the credit or credits so requested by the Company have been complied with. 
 (B) In the event that the Officers’
Certificate delivered to the Trustee pursuant to the provisions of paragraph (A) of this Section shall state, pursuant to the requirements of subparagraph (vi), the Cost or Fair Value of Available Permanent Additions acquired by the Company
during the preceding calendar year, the documents specified in paragraphs 2, 3, 5, 6 and 7 of subdivision (B) of Section 3 of Article IV of the Original Indenture. 
 (C) An amount in cash equal to the sum set forth in subparagraph (viii) of the Officers’ Certificate provided for in paragraph (A) hereof. 

SECTION 3. All cash deposited with the Trustee as part of any Maintenance or Improvement Deposit provided for in Section 1 of this
Article, may, at the option of the Company, be applied to the purchase of bonds under the provisions of Section 2 of Article X of the Original Indenture or to the redemption of bonds under the provisions of Section 3 of Article X of the
Original Indenture or may be withdrawn by the Company at any time to reimburse the Company for the cost of a Net Amount of Available Permanent Additions (excluding, however, from any such Available Permanent Additions all Permanent Additions
included in any certificate delivered to the Trustee for the purpose of obtaining a credit against any Maintenance or Improvement Deposit provided for in Section 1 of this Article to the extent that such Permanent Additions have been used for
any such credit). The Trustee shall pay to or upon the written order of the Company all or any part of such cash upon the receipt by the Trustee of: 
 (a) A Resolution requesting such payment; and 
 (b) The documents specified in
paragraphs 2, 5, 6 and 7 of subdivision (B) of Section 3 of Article IV of the Original Indenture, with such modifications, additions and omissions as may be appropriate in the light of the purposes for which they are used. 

ARTICLE III. 

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


  
 35 









 SECTION 2. The Company covenants and agrees that so long as any of the Bonds are outstanding
(a) the Company will not make any Stock Payment if, after giving effect thereto, its retained earnings, computed in accordance with generally accepted accounting principles consistently applied, will be less than the sum of (i) Excluded
Earnings, if any, since December 31, 1998, and (ii) $20,000,000; (b) Stock Payments made more than forty (40) days after the commencement, and prior to the expiration, of any Restricted Period shall not exceed 65% of the
Company’s Net Income during such Restricted Period; and (c) the Company will not authorize a Stock Payment if there has occurred and is continuing an event of default under subsections (a) or (b) of Section 1 of Article XI
of the Original Indenture. 
 For the purposes of this Section 2 the following terms shall have the following meanings:

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

“Debt” means (i) all indebtedness, whether or not represented by bonds, debentures, notes or other securities, for the
repayment of money borrowed, (ii) all deferred indebtedness for the payment of the purchase price of property or assets purchased (but Debt shall not be deemed to include customer advances for construction or any bonds issued under the
Indenture which are not Outstanding Bonds), (iii) leases which have been or, in accordance with generally accepted accounting principles, should be recorded as capital leases and (iv) guarantees of the obligations of another of the nature
described in clauses (i), (ii) or (iii) which have been or, in accordance with generally accepted accounting principles, should be recorded as debt. 
 “Determination Date” shall mean the last day of each calendar quarter. Any calculation with respect to any Determination Date shall be based on the Company’s balance sheet as of such date.

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

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

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

  
 36 









 “Restricted Period” shall mean a period commencing on any Determination Date on
which the total Debt of the Company is, or as the result of any Stock Payment then declared or set aside and to be made thereafter will be, more than 70% of Capitalization, and continuing until the third consecutive Determination Date on which the
total Debt of the Company does not exceed 70% of Capitalization. 
 “Stock Payment” shall mean any payment in cash or
property (other than stock of the Company) to any holder of shares of any class of capital stock of the Company as such holder, whether by dividend or upon the purchase, redemption, conversion or other acquisition of such shares, or otherwise.

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

ARTICLE IV. 

The Trustee. 
 SECTION 1. The Trustee hereby accepts the trust hereby declared and provided, and agrees to perform the same upon the terms and conditions in the Original Indenture, as supplemented by this Forty-seventh
Supplemental Indenture. 
 SECTION 2. Subject to the provisions of Article XIII of the Original Indenture, the Trustee may
execute any of the trusts or powers hereof and perform any of its duties by or through and consult with attorneys, agents, officers or employees selected by the Trustee in its sole discretion. The Trustee shall be entitled to advice of counsel
concerning all matters of trusts hereof and the duties hereunder and may in all cases pay such reasonable compensation to all such attorneys, agents, officers and employees as may reasonably be employed in connection with the trusts hereof. The
Trustee may act or refrain from acting and rely upon and be free from all liability for so relying upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Company) and shall be free from all liability for any action
taken or not taken in reliance on such opinion or advice. The Trustee may act and rely on written opinions of experts employed by the Trustee and such advice shall be full and complete authorization and protection in respect of any action taken,
suffered or omitted by the Trustee hereunder in good faith and in reliance thereon. The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith taken in reliance upon such opinion or advice. The
Trustee shall not be bound to confirm, verify or make any investigation into the facts or matters stated in any financial or other statements, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order or other paper or document furnished pursuant to the terms hereof. 

  
 37 









 SECTION 3. Before the Trustee shall be required to foreclose on, or to take control or
possession of, the real property or leasehold interest (the “Premises”) which may be the subject of any mortgage or mortgages for which the Trustee is mortgagee in connection with the issuance of the Bonds, the Trustee shall be indemnified
and held harmless by the holders and/or beneficial owners of the Bonds from and against any and all expense, loss, or liability that may be suffered by the Trustee in connection with any spill, leak or release which may have occurred on or invaded
the Premises or any contamination by any Hazardous Substance (as such terms are hereinafter defined), whether caused by the Company or any other person or entity, including, but not limited to, (1) any and all reasonable expenses that the
Trustee may incur in complying with any of the Environmental Statutes (hereinafter defined), (2) any and all reasonable costs that the Trustee may incur in studying or remedying any spill, leak or release which may have occurred on or invaded
the Premises or any contamination, (3) any and all fines or penalties assessed upon the Trustee by reason of such contamination, (4) any and all loss of value of the Premises or the improvements thereon by reason of such contamination, and
(5) any and all legal fees and costs reasonably incurred by the Trustee in connection with any of the foregoing. As used in this Section, contamination by any Hazardous Substance shall include contamination arising from the presence, creation,
production, collection, treatment, disposal, discharge, release, storage, transport, or transfer of any Hazardous Substance at or from the Premises or any improvements thereon. As used in this Section, the term “Hazardous Substance” shall
mean petroleum hydrocarbons or any substance which (a) constitutes a hazardous waste or substance under any applicable federal, state or local law, rule, order or regulation now or hereafter adopted; (b) constitutes a “hazardous
substance” as such term is defined under the Comprehensive Environmental Response, Compensation and Liability Act, as amended (42 U.S.C. §9601 et seq.) and the regulations issued thereunder and any comparable state or local law or
regulation; (c) constitutes a “hazardous waste” under the Resource Conservation and Recovery Act, (42 U.S.C. §6991) and the regulations issued thereunder and any comparable state or local law or regulation; (d) constitutes a
pollutant, contaminant, chemical or industrial, toxic or hazardous substance or waste as such terms are defined under the Federal Clean Water Act, as amended (33 U.S.C. §1251 et seq.), the Toxic Substances Control Act, as amended (15 U.S.C.
§ 2601 et seq.), or any comparable state or local laws or regulations; (e) exhibits any of the characteristics enumerated in 40 C.F.R. Sections 261.20-261.24, inclusive; (f) those extremely hazardous substances listed in
Section 302 of the Superfund Amendments and Reauthorization Act of 1986 (Public Law 99-499, 100 Stat. 1613) which are present in threshold planning or reportable quantities as defined under such act; (g) toxic or hazardous chemical
substances which are present in quantities which exceed exposure standards as those terms are defined under Sections 6 and 8 of the Occupational Safety and Health Act, as amended (29 U.S.C. §§655 and 657 and 29 C.F.R. Part 1910, subpart
2); and (h) any asbestos, petroleum-based products, or any substance contained within or released from any underground or aboveground storage tanks. As used in this Section, the term “Environmental Statutes” shall mean the statutes,
laws, rules, orders and regulations referred to in (a) through (g) inclusive in the preceding. 
 [Remainder of page
intentionally left blank] 

  
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 ARTICLE V. 
 Miscellaneous. 
 SECTION 1. This instrument is executed and shall be
construed as an indenture supplemental to the Original Indenture, and shall form a part thereof, and except as hereby supplemented, the Original Indenture and the First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh,
Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-First, Twenty-Second, Twenty-Third, Twenty-Fourth, Twenty-Fifth, Twenty-Sixth, Twenty-Seventh, Twenty-Eighth, Twenty-Ninth, Thirtieth,
Thirty-First, Thirty-Second, Thirty-Third, Thirty-Fourth, Thirty-Fifth, Thirty-Sixth, Thirty-Seventh, Thirty-Eighth, Thirty-Ninth, Fortieth, Forty-first, Forty-second, Forty-third, Forty-fourth, Forty-fifth and Forty-sixth Supplemental Indentures
are hereby confirmed. All references in this Forty-seventh Supplemental Indenture to the Original Indenture shall be deemed to refer to the Original Indenture as heretofore amended and supplemented, and all terms used herein and not specifically
defined herein shall be taken to have the same meaning as in the Original Indenture, as so amended, except in the cases where the context clearly indicates otherwise. 
 SECTION 2. Any notices to the Trustee under this Forty-seventh Supplemental Indenture shall be delivered to the Trustee by registered or certified mail, hand delivery or other courier or express delivery
service (with receipt confirmed) or by telecopy (with receipt confirmed) at the following address: 
 The Bank of New York
Mellon Trust Company, N. A. 
 Global Corporate Trust 

1735 Market Street, 6th Floor 
 AIM No: 193-0650 
 Philadelphia, PA 19103 

Attention: Judy Wisniewski 
 Telephone: 215-553-6941 
 Fax: 215-553-6915 

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

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

SECTION 4. Although this Forty-seventh Supplemental Indenture is dated for convenience and for the purpose of reference as of
October 15, 2012, the actual date or dates of execution hereof by the Company and the Trustee are as indicated by their respective acknowledgments annexed hereto. 

  
 39 









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

[Remainder of page intentionally left blank] 

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

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

					
	Attest:	 	 Maria Gordiany
	 		 	By:	 	 Diana MoyKelly

			
	[CORPORATE SEAL]	 		 	 THE BANK OF NEW YORK

MELLON TRUST COMPANY, N. A.,
 as
Trustee

					
	Attest:	 	 M. Callahan
	 		 	By:	 	 Lawrence M. Kusch

		 	Authorized Officer	 		 	Name:	 	Lawrence M. Kusch
		 		 		 	Title:	 	Authorized Signer


  
 41 









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

 1735 Market Street, 6th Floor 
 AIM No: 193-0650 
 Philadelphia, PA 19103 

Attention: Judy Wisniewski 
 Telephone: 215-553-6941 
 Fax: 215-553-6915 

 

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

		
	By:	 	 Lawrence M. Kusch

	Name:	 	Lawrence M. Kusch
	Title:	 	Authorized Signer



  
 42 









 COMMONWEALTH OF PENNSYLVANIA: 
 COUNTY OF MONTGOMERY: 
 On the 26th day of October, 2012 before me, the Subscriber, a Notary Public for
the Commonwealth of Pennsylvania, personally appeared Diana MoyKelly, who acknowledged himself/herself to be the Treasurer of Aqua Pennsylvania, Inc., a corporation, and that she as such Treasurer, being authorized to do so, executed the foregoing
Forty-seventh Supplemental Indenture as and for the act and deed of said corporation and for the uses and purposes therein mentioned, by signing the name of the corporation by himself as such officer. 

In Witness Whereof I hereunto set my hand and official seal. 
 [NOTARIAL SEAL] 
  

	
	 Jacqueline Peyreferry




  
 43 









 STATE OF ILLINOIS 
 COUNTY OF COOK 
 On the 26th day of October, 2012 before me, the Subscriber, a Notary Public for
the State of Illinois, personally appeared Lawrence M. Kusch, who acknowledged himself to be an Authorized Signer of The Bank of New York Mellon Trust Company, N.A., a national banking association, and that he as such Authorized Signer, being
authorized to do so, executed the foregoing Forty-seventh Supplemental Indenture as and for the act and deed of said national banking association and for the uses and purposes therein mentioned by signing the name of said national banking
association by himself as such officer. 
 In Witness Whereof I hereunto set my hand and official seal. 

[NOTARIAL SEAL] 
  

	
	 T. Mosterd




  
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 EXHIBIT A 

OUTSTANDING FIRST MORTGAGE BONDS 
  

																							
	 Division
	  	Structure	  	Interest
Rate	 	 	Issue Date	 	  	Maturity
Date	 	  	Original
Amount	 	  	Balance (incl. CP)
@ 09/30/12	 
	 Aqua Pa
	  	Tax Exempt	  	 	5.35	% 	 	 	11/01/01	  	  	 	10/01/31	  	  	 	30,000,000	  	  	 	30,000,000	  
	 Aqua Pa
	  	Tax Exempt	  	 	5.55	% 	 	 	06/01/02	  	  	 	09/01/32	  	  	 	25,000,000	  	  	 	25,000,000	  
	 Roaring Creek
	  	Tax Exempt	  	 	5.05	% 	 	 	11/30/04	  	  	 	10/01/39	  	  	 	14,000,000	  	  	 	14,000,000	  
	 Aqua Pa
	  	Tax Exempt	  	 	5.15	% 	 	 	06/26/02	  	  	 	09/01/32	  	  	 	25,000,000	  	  	 	25,000,000	  
	 Aqua Pa
	  	Tax Exempt	  	 	5.00	% 	 	 	05/19/05	  	  	 	11/01/36	  	  	 	21,770,000	  	  	 	21,770,000	  
	 Aqua Pa
	  	Tax Exempt	  	 	5.00	% 	 	 	05/19/05	  	  	 	11/01/37	  	  	 	24,165,000	  	  	 	24,165,000	  
	 Aqua Pa
	  	Tax Exempt	  	 	5.00	% 	 	 	05/19/05	  	  	 	11/01/38	  	  	 	25,375,000	  	  	 	25,375,000	  
	 Aqua Pa
	  	Tax Exempt	  	 	5.00	% 	 	 	12/28/05	  	  	 	02/01/35	  	  	 	24,675,000	  	  	 	24,675,000	  
	 Aqua Pa
	  	Tax Exempt	  	 	5.00	% 	 	 	01/16/07	  	  	 	02/01/40	  	  	 	23,915,000	  	  	 	23,915,000	  
	 Aqua Pa
	  	Tax Exempt	  	 	5.00	% 	 	 	01/16/07	  	  	 	02/01/41	  	  	 	23,915,000	  	  	 	23,915,000	  
	 Aqua Pa
	  	Tax Exempt	  	 	5.25	% 	 	 	12/20/07	  	  	 	07/01/42	  	  	 	24,830,000	  	  	 	24,830,000	  
	 Aqua Pa
	  	Tax Exempt	  	 	5.25	% 	 	 	12/20/07	  	  	 	07/01/43	  	  	 	24,830,000	  	  	 	24,830,000	  
	 Aqua Pa
	  	Tax Exempt	  	 	6.25	% 	 	 	12/18/08	  	  	 	10/01/17	  	  	 	9,000,000	  	  	 	9,000,000	  
	 Aqua Pa
	  	Tax Exempt	  	 	6.75	% 	 	 	12/18/08	  	  	 	10/01/18	  	  	 	13,000,000	  	  	 	13,000,000	  
	 Aqua Pa
	  	Tax-Exempt	  	 	5.00	% 	 	 	07/18/09	  	  	 	10/01/39	  	  	 	58,000,000	  	  	 	58,000,000	  
	 Aqua Pa
	  	Tax-Exempt	  	 	5.00	% 	 	 	11/17/09	  	  	 	11/15/40	  	  	 	62,165,000	  	  	 	62,165,000	  
	 Aqua Pa
	  	Tax-Exempt	  	 	4.75	% 	 	 	11/17/09	  	  	 	11/15/40	  	  	 	12,520,000	  	  	 	12,520,000	  
	 Aqua Pa
	  	Tax-Exempt	  	 	5.00	% 	 	 	11/17/10	  	  	 	12/01/33	  	  	 	25,910,000	  	  	 	25,910,000	  
	 Aqua Pa
	  	Tax-Exempt	  	 	5.00	% 	 	 	11/17/10	  	  	 	12/01/34	  	  	 	19,270,000	  	  	 	19,270,000	  
	 Aqua Pa
	  	Tax-Exempt	  	 	4.50	% 	 	 	11/17/10	  	  	 	12/01/42	  	  	 	15,000,000	  	  	 	15,000,000	  
	 Aqua Pa
	  	Tax-Exempt	  	 	5.00	% 	 	 	11/17/10	  	  	 	12/01/43	  	  	 	81,205,000	  	  	 	81,205,000	  
		  		  				 				  				  	  
	  
	 	  	  
	  
	 
		  		  				 				  				  				  	 	583,545,000	  
		  		  				 				  				  	  
	  
	 	  	  
	  
	 
							
	 Aqua Pa
	  	Taxable	  	 	6.89	% 	 	 	12/19/95	  	  	 	12/15/15	  	  	 	12,000,000	  	  	 	12,000,000	  
	 Aqua Pa
	  	Taxable	  	 	7.72	% 	 	 	05/19/95	  	  	 	05/15/25	  	  	 	15,000,000	  	  	 	15,000,000	  
	 Shenango
	  	Taxable	  	 	8.14	% 	 	 	11/01/95	  	  	 	11/01/25	  	  	 	4,000,000	  	  	 	4,000,000	  
	 Susquehanna
	  	Taxable	  	 	8.26	% 	 	 	11/01/92	  	  	 	11/01/22	  	  	 	1,500,000	  	  	 	1,500,000	  
	 Shenango
	  	Taxable	  	 	8.32	% 	 	 	11/01/92	  	  	 	11/01/22	  	  	 	3,500,000	  	  	 	3,500,000	  
	 Aqua Pa
	  	Taxable	  	 	9.17	% 	 	 	11/01/91	  	  	 	09/15/21	  	  	 	8,000,000	  	  	 	3,600,000	  
	 Aqua Pa
	  	Taxable	  	 	9.29	% 	 	 	11/01/91	  	  	 	09/15/26	  	  	 	12,000,000	  	  	 	12,000,000	  
	 Aqua Pa
	  	Taxable	  	 	9.93	% 	 	 	06/01/88	  	  	 	06/01/13	  	  	 	5,000,000	  	  	 	5,000,000	  
	 Aqua Pa
	  	Taxable	  	 	9.97	% 	 	 	06/01/88	  	  	 	06/01/18	  	  	 	5,000,000	  	  	 	5,000,000	  
	 Aqua Pa
	  	Taxable	  	 	5.08	% 	 	 	05/10/04	  	  	 	05/15/15	  	  	 	20,000,000	  	  	 	20,000,000	  
	 Aqua Pa
	  	Taxable	  	 	5.17	% 	 	 	05/10/04	  	  	 	05/10/17	  	  	 	7,000,000	  	  	 	7,000,000	  
	 Aqua Pa
	  	Taxable	  	 	5.751	% 	 	 	05/10/04	  	  	 	05/15/19	  	  	 	15,000,000	  	  	 	15,000,000	  
	 Aqua Pa
	  	Taxable	  	 	5.751	% 	 	 	05/10/04	  	  	 	05/15/19	  	  	 	5,000,000	  	  	 	5,000,000	  
	 Aqua Pa
	  	Taxable	  	 	6.06	% 	 	 	05/10/04	  	  	 	05/10/27	  	  	 	15,000,000	  	  	 	15,000,000	  
	 Aqua Pa
	  	Taxable	  	 	6.06	% 	 	 	05/10/04	  	  	 	05/15/27	  	  	 	5,000,000	  	  	 	5,000,000	  
	 Aqua Pa
	  	Taxable	  	 	5.98	% 	 	 	05/10/04	  	  	 	05/15/28	  	  	 	3,000,000	  	  	 	3,000,000	  
		  		  				 				  				  	  
	  
	 	  	  
	  
	 
		  		  				 				  				  				  	 	131,600,000	  
		  		  				 				  				  	  
	  
	 	  	  
	  
	 
	 TOTAL FIRST MORTGAGE BONDS
	  		  				 				  				  	 	719,545,000	  	  	 	715,145,000	  
		  		  				 				  				  	  
	  
	 	  	  
	  
	 


  
 A-1









 EXHIBIT B 
 RECORDING INFORMATION 
 BUCKS, CHESTER, DELAWARE AND MONTGOMERY COUNTIES 

 

																			
	 	  	 	  	Bucks	  	Chester	  	Delaware	  	Montgomery
	 Indenture
	  	Date of
Recording	  	Book	  	Page	  	Book	  	Page	  	Book	  	Page	  	Book	  	Page
	 Original
	  	2/20/41	  	496	  	1	  	H-13.Vol.307	  	20	  	1034	  	1	  	1625	  	1
	 First Supplemental
	  	8/26/48	  	632	  	1	  	F-16.Vol.380	  	200	  	1668	  	169	  	2031	  	257
	 Second Supplemental
	  	7/1/52	  	768	  	438	  	18.Vol.425	  	186	  	1962	  	376	  	2360	  	517
	 Third Supplemental
	  	11/25/53	  	895	  	1	  	18.Vol.442	  	325	  	2052	  	1	  	2493	  	1
	 Fourth Supplemental
	  	1/9/56	  	1089	  	155	  	Z-20.Vol.499	  	1	  	2199	  	1	  	2722	  	425
	 Fifth Supplemental
	  	3/20/57	  	1181	  	316	  	B-22.Vol.536	  	601	  	2294	  	50	  	2850	  	335
	 Sixth Supplemental
	  	5/9/58	  	1254	  	1	  	G-23	  	201	  	2380	  	039	  	2952	  	289
	 Seventh Supplemental
	  	9/25/59	  	1332	  	509	  	B-25	  	109	  	2442	  	1	  	3090	  	249
	 Eighth Supplemental
	  	5/9/61	  	—  	  	—  	  	Z-26	  	17	  	2526	  	312	  	—  	  	—  
	 Eighth Supplemental
	  	5/10/61	  	1409	  	225	  	—  	  	—  	  	—  	  	—  	  	3249	  	289
	 Ninth Supplemental
	  	4/10/62	  	1458	  	372	  	G-28	  	126	  	2581	  	463	  	3307	  	169
	 Tenth Supplemental
	  	3/19/64	  	1568	  	1	  	M-30	  	967	  	2976	  	1043	  	3310	  	237
	 Eleventh Supplemental
	  	11/4/66	  	1655	  	695	  	Q-32	  	6682	  	762	  	223	  	3549	  	129
	 Twelfth Supplemental
	  	1/23/68	  	1691	  	531	  	N-33	  	219	  	2792	  	708	  	3542	  	315
	 Thirteenth Supplemental
	  	7/2/70	  	1763	  	1167	  	D-35	  	80	  	2850	  	301	  	3687	  	23
	 Fourteenth Supplemental
	  	11/5/70	  	1774	  	331	  	K-35	  	713	  	2858	  	3113	  	700	  	548
	 Fifteenth Supplemental
	  	12/11/72	  	1869	  	196	  	O-37	  	998	  	2926	  	550	  	3786	  	96
	 Sixteenth Supplemental
	  	5/28/75	  	1979	  	14	  	E-44	  	77	  	3005	  	511	  	4010	  	307
	 Seventeenth Supplemental
	  	12/18/77	  	2072	  	683	  	L-51	  	1	  	3072	  	43	  	5002	  	436
	 Eighteenth Supplemental
	  	4/29/77	  	2082	  	567	  	B-52	  	344	  	3078	  	728	  	5003	  	291
	 Nineteenth Supplemental
	  	6/23/80	  	2303	  	714	  	J-62	  	92	  	3261	  	293	  	5030	  	502
	 Twentieth Supplemental
	  	8/2/83	  	2487	  	370	  	D-72	  	1	  	96	  	810	  	5662	  	1045
	 Twenty-First Supplemental
	  	8/27/85	  	2690	  	806	  	54	  	550	  	—  	  	—  	  	5864	  	1347
	 Twenty-First Supplemental
	  	8/28/85	  	—  	  	—  	  	—  	  	—  	  	264	  	159	  	—  	  	—  


  
 B-1










																			
	 	  	 	  	Bucks	  	Chester	  	Delaware	  	Montgomery
	 Indenture
	  	Date of
Recording	  	Book	  	Page	  	Book	  	Page	  	Book	  	Page	  	Book	  	Page
	 Twenty-Second Supplemental
	  	4/22/86	  	2774	  	160	  	263	  	275	  	326	  	592	  	5944	  	360
	 Twenty-Third Supplemental
	  	4/1/87	  	2960	  	693	  	—  	  	—  	  	—  	  	—  	  	—  	  	—  
	 Twenty-Third Supplemental
	  	4/2/87	  	—  	  	—  	  	680	  	337	  	447	  	1807	  	6115	  	602
	 Twenty-Fourth Supplemental
	  	7/25/88	  	3199	  	1095	  	1224	  	389	  	0593	  	0585	  	6324	  	143
	 Twenty-Fifth Supplemental
	  	1/12/90	  	0136	  	0250	  	1848	  	205	  	731	  	1571	  	6538	  	376
	 Twenty-Sixth Supplemental
	  	11/8/91	  	369	  	2190	  	2660	  	205	  	894	  	2241	  	6780	  	891
	 Twenty-Seventh Supplemental
	  	6/29/92	  	0487	  	1829	  	3055	  	182	  	0969	  	2023	  	6918	  	302
	 Twenty-Eighth Supplemental
	  	4/22/93	  	0652	  	1335	  	3542	  	1542	  	1081	  	0852	  	7112	  	0539
	 Twenty-Ninth Supplemental
	  	3/30/95	  	1045	  	1872	  	3875	  	1368	  	1349	  	0829	  	7561	  	1155
	 Thirtieth Supplemental
	  	8/30/95	  	1111	  	0798	  	3932	  	0471	  	1393	  	2255	  	7631	  	0689
	 Thirty-First Supplemental
	  	7/11/97	  	1421	  	2196	  	4201	  	2133	  	1607	  	138	  	7968	  	779
	 Thirty-Second Supplemental
	  	10/6/99	  	1939	  	421	  	4646	  	642	  	1936	  	1207	  	8548	  	1067
	 Thirty-Third Supplemental
	  	11/30/99	  	1970	  	1573	  	4675	  	1272	  	1936	  	1207	  	85898	  	317
	 Thirty-Fourth Supplemental
	  	10/31/01	  	2471	  	1207	  	5101	  	2142	  	2288	  	0174	  	9225	  	761
	 Thirty-Fifth Supplemental
	  	1/10/02	  	2541	  	765	  	5152	  	818	  	2329	  	1019	  	9314	  	1079
	 Thirty-Sixth Supplemental
	  	6/5/02	  	2731	  	1881	  	5296	  	356	  	2448	  	1862	  	9593	  	1416
	 Thirty-Seventh Supplemental
	  	12/27/02	  	3036	  	1425	  	12/31/02
 B-5514
	  	1552	  	12/31/02
 02631
	  	0294	  	12/30/02
 10018
	  	0204
	 Thirty-Eighth Supplemental
	  	11/9/04	  	4196	  	1557	  	11/23/04
 B-6342
	  	800	  	11/22/04
 B-3348
	  	1698	  	11/22/04
 B-00020
	  	0237
	 Thirty-Ninth Supplemental
	  	5/18/05	  	4441	  	1471
 #2005066104
	  	5/19/05
 6496
	  	1375
 #10534807
	  	03487	  	0939
 32005044507
	  	0020	  	0688
 2005069126

	 Fortieth Supplemental
	  	12/27/05	  	4768	  	1853	  	12/23/05
 6720
	  	897
 #10608829
	  	12/23/05
 03687
	  	2206
 #2005123053
	  	12/29/05
 11689
	  	1156
	 Forty-first Supplemental
	  	1/11/07	  	5250	  	1290
 #2007004610
	  	1/12/07
 7058
	  	820
 #10720615
	  	1/11/07
 04002
	  	2257	  	1/30/07
 0225
	  	00329

#2007005061



  
 B-2










																			
	 	  	 	  	Bucks	  	Chester	  	Delaware	  	Montgomery
	 Indenture
	  	Date of
Recording	  	Book	  	Page	  	Book	  	Page	  	Book	  	Page	  	Book	  	Page
	 Forty-second Supplemental
	  	12/13/07	  		  	#2007119080	  	12/13/07
 7326
	  	2091
 #10809606
	  	12/13/07
 04262
	  	1166
 #2007105884
	  	12/17/07
 12287
	  	02498-02544

#2007147147

	 Forty-third Supplemental
	  	12/08/08	  	5961	  	2131
 #2008099812
	  	12/08/08
 7556
	  	1527
 #10889672
	  	12/08/08
 4466
	  	1185	  	12/08/08
 12504
	  	2585
 #2008115955

	 Forty-fourth Supplemental
	  	07/14/09	  	6158	  	2032
 2009057188
	  	07/13/09
 7720
	  	1563
 #10943667
	  	07/09/09
 4579
	  	1919
 #2009042911
	  	07/14/09
 12659
	  	894
 #2009075197

	 Forty-fifth Supplemental
	  	11/12/09	  	6266	  	1759	  	11/12/09
 7808
	  	255	  	11/12/09
 4654
	  	767	  	11/12/09
 12735
	  	2281
	 Forty-sixth Supplemental
	  	11/09/10	  	Instr.#2010079859	  	11/09/10	  	673	  	11/09/10
 4833
	  	1240	  	11/15/10
 12958
	  	587


  
 B-3









 BERKS COUNTY 
  

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

	 Forty-third Supplemental
	  	12/09/08	  	Instr. #200805825
	 Forty-fourth Supplemental
	  	07/14/09	  	Instr. #2009033415
	 Forty-fifth Supplemental
	  	11/12/09	  	Instr. #2009053102
	 Forty-sixth Supplemental
	  	11/12/10	  	Instr. #2010044820


  
 B-4









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

 

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

	 Forty-second Supplemental
	  	12/18/07	  	200714762	  	12/20/07	  	200712896	  	12/17/07	  	2007	  	013275	  	12/14/07	  	2007
 00016849

	 Forty-third Supplemental
	  	12/10/08	  	200821178	  	12/11/08	  	200812596	  	12/12/08	  	2008	  	00014552	  	12/12/08	  	2008
 00014552

	 Forty-fourth Supplemental
	  	07/09/09	  	200914068	  	07/10/09	  	200906468	  	07/14/09	  	2009	  	005608	  	07/09/09	  	2009
 00007283

	 Forty-fifth Supplemental
	  	11/12/09	  	200924720	  	11/12/09	  	200910768	  	11/13/09	  	2009	  	009439	  	11/12/09	  	2009
 00012159

	 Forty-Sixth
	  	11/04/10	  	201025652	  	11/12/10	  	201010292	  	11/08/10	  	2010	  	009211	  	11/05/10	  	2010
 11283



  
 B-5










																									
	 	  	Northumberland	  	Pike	  	Schuylkill	  	Wayne
	 Indenture
	  	Date of
Rec.	  	Book	  	Page	  	Date of
Rec.	  	Book	  	Page	  	Date of
Rec.	  	Book	  	Page	  	Date of
Rec.	  	Book	  	Page
	 Thirty-Fifth Supplemental
	  		  	1404	  	246	  		  	1909	  	2328	  		  	1413	  	1	  		  	1911	  	1
	 Thirty-Sixth Supplemental
	  		  	1445	  	028	  		  		  		  		  	1584	  	0259	  		  		  	
	 Thirty-Seventh Supplemental
	  	12/30/02	  	1500	  	911	  	12/30/02	  	1959	  	2447	  	12/27/02	  	2022	  	1006	  	12/30/02	  	2136	  	148
	 Thirty-Eighth Supplemental
	  	11/22/04	  	1714	  	748	  	11/23/04	  	2081	  	1757	  	11/24/04	  	2126	  	569	  	11/23/04	  	2658	  	252
	 Thirty-Ninth Supplemental
	  	5/18/05	  	1761	  	50
 #200509076
	  	5/17/05	  	2109	  	2201
 #200500008491
	  	5/18/05	  	2150	  	1871-1919
 #200500010263
	  	5/16/05	  	Vol.
2769	  	1
 #200500004960

	 Fortieth Supplemental
	  	12/2705	  	1828	  	571	  	12/27/05	  	2151	  	1334	  	12/23/05	  	2184	  	875	  	12/27/05	  	2944	  	243
	 Forty-first Supplemental
	  	1/11/07	  	1933	  	634
 #200700696
	  	1/12/07	  	2214	  	472-515
 #200700000749
	  	1/11/07	  	2238	  	798-840
 #200700000686
	  	1/16/07	  	3216	  	229-272

#200700000492

	 Forty-second Supplemental
	  	12/17/07	  	2024	  	953
 #200721572
	  	12/19/07	  	2261	  	175
 #200700018937
	  	12/18/07	  	2285	  	473
 #200700022991
	  	12/18/07	  	3433	  	1
 #200700013194

	 Forty-third Supplemental
	  	12/10/08	  	Instr. #200819618	  	12/18/08	  	2296	  	268	  	12/10/08	  	2324	  	2159	  	12/09/08	  	3633	  	1
 1-45

	 Forty-fourth Supplemental
	  	07/14/09	  	2160	  	680
 #200910564
	  	07/14/09	  	2313	  	2050
 #200900007071
	  	07/10/09	  	2344	  	842
 #200900009544
	  	07/10/09	  	3777	  	204
 #200900007610

	 Forth-fifth Supplemental
	  	11/12/09	  	Instr. #200917348	  	11/13/09	  	2323	  	2637	  	11/12/09	  	2356	  	1104	  	11/12/09	  	3888	  	185
	 Forty-Sixth
	  	11/08/10	  	Instr. #201016325	  	11/04/10	  	2349	  	1850	  	11/08/10	  	2386	  	2411	  	11/08/10	  	4127	  	9


  
 B-6









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

																									
	 	  	ADAMS	  	CARBON	  	CUMBERLAND	  	FOREST
	 Indenture
	  	Date of
Rec.	  	Book	  	Page	  	Date of
Rec.	  	Book	  	Page	  	Date of
Rec.	  	Book	  	Page	  	Date of
Rec.	  	Book	  	Page
	 Thirty-Eighth Supplemental
	  	11/23/04	  	3781	  	1	  	11/30/04	  	200416309	  		  	11/22/04	  	2004047145	  		  	11/29/04	  	231	  	306
	 Thirty-Ninth Supplemental
	  	5/19/05	  	3970	  	54	  	5/18/05	  	1330	  	689
 #200505926
	  	5/13/05	  	1907	  	0247	  	5/16/05	  	234	  	345
 #478

	 Fortieth Supplemental
	  	12/28/05	  	4261	  	162	  	12/27/05	  	1408	  	576	  	12/27/05	  	1935	  	3233	  	12/27/05	  	0238	  	0304
													
	 Forty-first Supplemental
	  	1/11/07	  	4707	  	2081
 #2007000007
	  	1/12/07	  	1540	  	548
 #200700596
	  	1/11/07	  	1979	  	0482	  	1/09/07	  	0244	  	0362
 #2007000022

													
	 Forty-second Supplemental
	  	12/17/07	  	5062	  	223
 200700023048
	  	12/18/07	  	1650	  	261
 #200715671
	  	12/14/07	  	200746336	  		  	12/18/07	  	250	  	219
 #2007-1339

													
	 Forty-third Supplemental
	  	12/10/08	  	5312	  	110
 200800020691
	  	12/11/08	  	1735	  	864
 #7520A3.03
	  	12/11/08	  	200839447	  		  	12/08/08	  	255	  	548
 #200800142

													
	 Forty-fourth Supplemental
	  	07/13/09	  	5390	  	643
 200900011159
	  	07/10/09	  	1778	  	883
 #200905920
	  	07/10/09	  	200924123	  		  	07/13/09	  	258	  	466
													
	 Forty-fifth Supplemental
	  	11/13/09	  	5431	  	12	  	11/12/09	  	1805	  	605	  	11/13/09	  	200938300	  		  	11/13/09	  	260	  	659
												
	 Forty-sixth Supplemental
	  	11/09/10	  	2010-00011579	  	11/08/10	  	1873	  	355	  	11/08/10	  	201032542	  		  	11/15/10	  	266	  	855


  
 B-7










																									
	 	  	JUNIATA	  	LACKAWANNA	  	LUZERNE	  	MONROE
	 Indenture
	  	Date of
Rec.	  	Book	  	Page	  	Date of
Rec.	  	Book	  	Page	  	Date of
Rec.	  	Book	  	Page	  	Date of
Recording	  	Book	  	Page
	 Thirty-Eighth Supplemental
	  	11/22/04	  	345	  	1047	  	11/29/04	  	#200441665	  		  	11/23/04	  	3004	  	294775	  	11/24/04	  	2208	  	7674
	 Thirty-Ninth Supplemental
	  	5/13/05	  	354	  	0049
 #2005-1512
	  	5/16/05	  	#200512642	  		  	5/17/05	  	3005	  	117727
 #5637329
	  	5/18/05	  	2225	  	8444
 #200521128

	 Fortieth Supplemental
	  	12/22/05	  	0365	  	1028	  	12/23/05	  	#20536270	  		  	12/28/05	  	3005	  	349088
 #5677739
	  	12/27/05	  	2252	  	9105
 #200560314

	 Forty-first Supplemental
	  	1/09/07	  	385	  	0188	  	1/12/07	  	#200701277	  		  	1/16/07	  	3007	  	13425	  	11/06/07	  	2320	  	4708
	 Forty-second Supplemental
	  	12/13/07	  	401	  	0847
 #20073981
	  	12/17/07	  	#200734133	  		  	12/17/07	  	3007	  	328532
 #5799531
	  	12/17/07	  	2323	  	4362
 #200745976

	 Forty-third Supplemental
	  	12/08/08	  	418	  	356
 #2008004757
	  	12/11/08	  	#200829528	  		  	12/11/08	  	3008	  	262977
 #5850129
	  	12/08/08	  	2346	  	263
 #200834800

	 Forty-fourth Supplemental
	  	07/13/09	  	428	  	403	  	07/10/09	  	#200917720	  		  	07/14/09	  	3009	  	137259
 #5877023
	  	07/14/09	  	2356	  	6497
 #200917344

	 Forty-fifth Supplemental
	  	11/13/09	  	Instr. #2009003349	  	11/12/09	  	#200928049	  		  	11/12/09	  	3009	  	#225655	  	11/13/09	  	2362	  	5600
	 Forty-sixth
	  	11/09/10	  	Instr. # 2010-002859	  	11/05/10	  	2010-22001	  		  	11/12/10	  	3010	  	205710	  	11/08/10	  	2378	  	5023


  
 B-8










																									
	 	  	NORTHAMPTON	  	SNYDER	  	SUSQUEHANNA	  	WYOMING
	 Indenture
	  	Date of
Rec.	  	Book	  	Page	  	Date of
Rec.	  	Book	  	Page	  	Date of
Rec.	  	Book	  	Page	  	Date of
Rec.	  	Book	  	Page
	 Thirty-Eighth Supplemental
	  	11/22/04	  	2004-1	  	452932	  	11/24/04	  	631	  	0001	  	11/24/04	  	Instr. #200411624	  	11/24/04	  	0513	  	0774
	 Thirty-Ninth Supplemental
	  	5/17/05	  	2005-1	  	182906
 #2005026917
	  	5/17/05	  	650	  	135
 #2005028880
	  	5/16/05	  	Instr. #200504384	  	5/18/05	  	0522	  	1289
	 Fortieth Supplemental
	  	12/23/05	  	2005-1	  	521563	  	12/27/05	  	677	  	684	  	12/22/05	  	Instr. #200512620	  	12/22/05	  	0536
 #2005004922
	  	0748
	 Forty-first Supplemental
	  	1/19/07	  	2007-1	  	25009
 #2007003204
	  	1/11/07	  	724	  	734
 #200700240
	  	1/10/07	  	Instr. #200700387	  	1/10/07	  	0558	  	0959
	 Forty-second Supplemental
	  	12/17/07	  	2007-1	  	446608
 #2007057981
	  	12/18/07	  	763	  	178
 #200707447
	  	12/17/07	  	Instr. #200713519	  	12/18/07	  	#2007	  	5154
	 Forty-third Supplemental
	  	12/09/08	  	2008-1	  	320419	  	12/12/08	  	803	  	217
 #220807546
	  	12/09/08	  	Instr. #200818392	  	12/10/08	  	#2008	  	6990
	 Forty-fourth Supplemental
	  	07/10/09	  	2009-1	  	177314
 #2009024436
	  	07/14/09	  	827	  	786
 #200904115
	  	07/09/09	  	Instr. #200911054	  	07/10/09	  	#2009	  	4233
	 Forty-fifth Supplemental
	  	11/12/09	  	2009-1	  	#284944	  	11/12/09	  		  	#200906458	  	11/13/09	  	Instr. #2009016907	  	11/12/09	  	#2009	  	9004
	 Forty-sixth
	  	11/08/10	  	Instr. # 2010034053	  	11/08/10	  	#201006057	  	11/3/10	  	Instr. # 201019526	  	11/03/10	  	2010	  	10427

 LEHIGH AND CRAWFORD COUNTIES 
  

											
	 	  	LEHIGH	  	CRAWFORD
	 Indenture
	  	Date of
Rec.	  	Book	  	Date of
Rec.	  	Book	  	Page
	 Forty-first Supplemental
	  	1/10/07	  	7390692	  	1/11/07	  	856	  	177
 #200700000444

	 Forty-second Supplemental
	  	12/14/07	  	7455854	  	12/14/07	  	905	  	577
 #200700015228

	 Forty-third Supplemental
	  	12/09/08	  	2008001239	  	12/10/08	  	948	  	860
 #200800012935

	 Forty-fourth Supplemental
	  	07/10/09	  	2009027356	  	07/13/09	  	971	  	685
 #200900006196

	 Forty-fifth Supplemental
	  	11/13/09	  	2009044872	  	11/12/09	  	986	  	1277
	 Forty-sixth
	  	11/10/10	  	2010037955	  	11/16/10	  	1027	  	753


  
 B-9









 CLARION, VENANGO AND WARREN COUNTIES 

 

																			
	 	  	CLARION	  	VENANGO	  	WARREN
	 Indenture
	  	Date of
Rec.	  	Book	  	Page	  	Date of
Rec.	  	Book	  	Page	  	Date of
Rec.	  	Book	  	Page
	 Forty-third Supplemental
	  		  		  		  		  		  		  		  		  	
	 Forty-fourth Supplemental
	  	07/10/09	  	0790	  	0674
 #2009-3120
	  	07/13/09	  	544	  	184
 #2009003193
	  	07/09/09	  	1921	  	4
 #2009-2683

	 Forty-fifth Supplemental
	  	11/12/09	  	Instr. #2009-5388	  	11/12/09	  	Instr. #2009005802	  	11/13/09	  	1953	  	188
	 Forty-sixth
	  	11/08/10	  	Instr. #2010-005233	  	11/05/10	  	597	  	625	  	11/5/10	  	2043	  	94


  
 B-10