Exhibit 4.35





Exhibit 4.35




Prepared by and Return to:

Mary T. Tomich, Esq.

Dilworth Paxson LLP

1500 Market Street

Suite 3500E

Philadelphia, PA 19102

215-575-7000




FORTY-SIXTH SUPPLEMENTAL




INDENTURE




DATED AS OF OCTOBER 15, 2010




TO




INDENTURE OF MORTGAGE




DATED AS OF JANUARY 1, 1941




AQUA PENNSYLVANIA, INC.




TO




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



 


 









 





THIS FORTY-SIXTH SUPPLEMENTAL INDENTURE dated as of October 15, 2010, 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 eight 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


 


1









 





WHEREAS, the Company and its predecessor have issued under the Original Indenture, as
supplemented at the respective dates of issue, fifty-seven series of First Mortgage Bonds
designated, respectively, as set forth in the following table, the Original or Supplemental
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	 
	9.29% Series due 2026
	 	Twenty-Sixth Supplemental	 	 	12,000,000	 
	1995 Medium Term Note Series
	 	Twenty-Ninth Supplemental	 	 	77,000,000	 
	6.35% Series due 2025
	 	Thirtieth Supplemental	 	 	22,000,000	 
	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	 	 	 	 





 


2









 





	 	 	 	 	 	 	 
	Designation	 	Indenture	 	Amount	 
	 
	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
	 	Thirty-Ninth Supplemental	 	 	21,770,000	 
	5.00% Series due 2037
	 	Thirty-Ninth Supplemental	 	 	24,165,000	 
	5.00% Series due 2038
	 	Thirty-Ninth Supplemental	 	 	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	 





 


3









 





WHEREAS, the bonds of each of said series that are presently outstanding 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-five 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 1999 in the
aggregate principal amount of $25,000,000, all of which are currently outstanding (the “1999
Bonds”), to finance the construction of certain facilities on behalf of the Company;



WHEREAS, the Mercer County Industrial Development Authority previously issued its Water
Facilities Revenue Bonds, Series of 2000 (Consumers Pennsylvania Water Company—Shenango Valley
Division Project) in the aggregate principal amount of $18,360,000, all of which are currently
outstanding (the “2000 Bonds” and, together with the 1999 Bonds, the “Prior Bonds”), to finance the
construction of certain facilities on behalf of the Company;



WHEREAS, the Company previously issued its 6.00% Subseries K due 2030 to secure the
obligations of the Company with respect to the 2000 Bonds; and



WHEREAS, the Company previously issued its 6.00% Series due 2029 to secure the obligation of
the Company with respect to the 1999 Bonds; and



WHEREAS, the Company proposes to create under the Original Indenture, as supplemented by this
Forty-sixth Supplemental Indenture, four series of bonds to be designated (i) “First Mortgage Bond,
5.00% Series due 2033” (herein referred to as the “5.00% Series due 2033”) to be limited in
aggregate principal amount to $25,910,000, to bear interest at the rate of 5.00% per annum, and to
mature on December 1, 2033, (ii) “First Mortgage Bond, 5.00% Series due 2034” (herein referred to
as the “5.00% Series due 2034”) to be limited in aggregate principal amount to $19,270,000, to bear
interest at the rate of 5.00% per annum, and to mature on December 1, 2034, (iii) “First Mortgage
Bond, 4.50% Series due 2042” (herein referred to as the “4.50% Series due 2042”), to be limited in
aggregate principal amount to $15,000,000, to bear interest at the rate of 4.50% per annum, and to
mature on December 1, 2042, and (iv) “First Mortgage Bond, 5.00% Series due 2043” (herein referred
to as the “5.00% Series due 2043”) to be limited in aggregate principal amount to $81,205,000, to
bear interest at the rate of 5.00% per annum, and to mature on December 1, 2043 (5.00% Series due
2033, 5.00% Series due 2034, 4.50% Series due 2042 and 5.00% Series due 2043 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


 


4









 





WHEREAS, in order to finance (i) the costs of numerous acquisitions, constructions,
modifications, expansions, installations and replacements of the Company’s water distribution,
treatment and related operating systems located in the Counties of Bucks, Chester, Delaware,
Mercer, Montgomery and Warren in Pennsylvania and that are part of the Company’s system for the
distribution of water to its customers and related financing costs, which are to be financed under
a Financing Agreement dated as of October 15, 2010 (the “Financing Agreement”) between the Company
and the Pennsylvania Economic Development Financing Authority, a Pennsylvania body politic and
corporate (the “Authority”) and which are described in Exhibit A to the Financing Agreement
(which facilities, less any deletions therefrom and together with any additions, improvements and
modifications thereto and substitutions therefore made in accordance with the provisions of the
Financing Agreement are referred to as the “Facilities”), and (ii) the refunding of the Prior
Bonds, the Company has requested the Authority issue two new series of bonds to be known as the
Authority’s Water Facilities Revenue Bonds (Aqua Pennsylvania, Inc. Project), Series A of 2010 in
the aggregate principal amount of $45,180,000 (the “Authority Refunding Bonds”), and Water
Facilities Revenue Bonds (Aqua Pennsylvania, Inc. Project, Series B of 2010 in the aggregate
principal amount of $96,205,000 (the “Authority Construction Bonds” and, together with the
Authority Refunding Bonds, the “Authority Bonds”); and



WHEREAS, the Company proposes to issue the Bonds under the provisions of Article IV of the
Original 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, the Authority Bonds are to be issued under a Trust Indenture, dated as of October 15,
2010 (the “Authority Indenture”), between the Authority and U.S. Bank National Association, as
trustee (the “Authority Trustee”); and



WHEREAS, the proceeds of the Authority Bonds are to be loaned to the Company pursuant to the
terms of the Financing Agreement and the Bonds are to be issued by the Company to secure the
obligation of the Company to pay to or for the account of the Authority an amount equal to the
principal of, redemption premium, if any, and interest on the Authority Bonds pursuant to the
Financing Agreement; and



WHEREAS, the right, title and interest of the Authority in and to the Financing Agreement and
the payments thereunder and the security for such payments are to be assigned by the Authority to
the Authority Trustee, and the Bonds are to be delivered by the Company on behalf of the Authority
directly to the Authority Trustee, as assignee of the Authority, as security for the payment of the
principal of, redemption premium, if any, and interest on, the Authority Bonds; and


 


5









 





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
5.00% Series due 2033, the 5.00% Series due 2034, the 4.50% Series due 2042 and the 5.00% Series
due 2043 (to be issued in accordance with the terms and provisions of the Original Indenture and
indentures supplemental thereto, including this Forty-sixth Supplemental Indenture, and to be
secured by said Original Indenture and indentures supplemental thereto, including this Forty-sixth
Supplemental Indenture) and has further duly authorized the execution, delivery and recording of
this Forty-sixth Supplemental Indenture setting forth the terms and provisions of the 5.00% Series
due 2033, the 5.00% Series due 2034, the 4.50% Series due 2042 and the 5.00% Series due 2043
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 Indenture to conform to any pertinent law or usage:


 


6









 





[Form of 5.00% Series due 2033]




			
	 	 	 
	No. R-1
	 	$25,910,000






AQUA PENNSYLVANIA, INC.




(Incorporated under the Laws of the Commonwealth

of Pennsylvania)




First Mortgage Bond, 5.00% Series due 2033




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 Pennsylvania Economic Development Financing Authority or its registered
assigns, on the 1st day of December, 2033, at the designated office of The Bank of New
York Mellon Trust Company, N. A. (hereinafter called the “Trustee”) in Philadelphia, Pennsylvania,
the sum of Twenty-five Million Nine Hundred Ten Thousand 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 draft or check of the
Trustee mailed 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, 2011 from the date hereof) until the
principal hereof shall become due and payable, at the rate of 5.00% 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, 2011 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 5.00% per annum after
maturity whether by acceleration or otherwise until paid.



The interest so payable will (except as otherwise provided in the Forty-sixth 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 fifteenth 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 in
accordance with written payment instructions of the registered owner delivered to the Trustee on or
before such record date.


 


7









 





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 an indenture supplemental to said Indenture known as the “Forty-sixth
Supplemental Indenture” dated as of October 15, 2010, and designated therein as “First Mortgage
Bond, 5.00% Series due 2033” (the “Bonds”).



Concurrently herewith the Company is issuing its “First Mortgage Bond, 5.00% Series due 2034”
in the aggregate principal amount of $19,270,000 (the “5.00% Series due 2034”), its “First Mortgage
Bond, 5.00% Series due 2042” in the aggregate principal amount of $15,000,000 (the “4.50% Series
due 2042”) and its “First Mortgage Bond, 5.00% Series due 2043” in the aggregate principal amount
of $81,205,000 (the “5.00% Series due 2043”).



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.


 


8









 





The Bonds, the 5.00% Series due 2034, the 4.50% Series due 2042 and the 5.00% Series due 2043
have been issued by the Company to secure the obligation of the Company to pay to or for the
account of the Authority (defined below) an amount equal to the principal, premium, if any, of, and
interest on, the Authority Refunding Bonds (defined below) pursuant to the Financing Agreement (the
“Financing Agreement”) dated as of October 15, 2010 between the Pennsylvania Economic Development
Financing Authority, a Pennsylvania body politic and corporate (the “Authority”), and the Company,
which Authority Bonds are being issued to finance (i) the costs of numerous constructions,
modifications, expansions, installations and replacements of the Company’s water distribution,
treatment and related operating systems located in the Counties of Bucks, Chester, Delaware,
Mercer, Montgomery and Warren in Pennsylvania and that are part of the Company’s system for the
distribution of water to its customers and related financing costs which are to be financed under
the Financing Agreement and which are described in Exhibit A thereto (which facilities,
less any deletions therefrom and together with any additions, improvements and modifications
thereto and substitutions therefor made in accordance with the provisions of the Financing
Agreement are referred to as the “Facilities”), and (ii) refunding certain bonds previously issued
on behalf of the Company (the “Refunding Project”). The Refunding Project is to be financed through
the sale of the Authority’s Water Facilities Revenue Bonds (Aqua Pennsylvania Project), Series A of
2010, in the aggregate principal amount of $45,180,000 (the “Authority Refunding Bonds”). The
Facilities are to be financed through the sale of the Authority’s Water Facilities Revenue Bonds
(Aqua Pennsylvania, Inc. Project), Series B of 2010, in the aggregate principal amount of
$96,205,000,000 (the “Authority Construction Bonds” and, together with the Authority Refunding
Bonds, the “Authority Bonds”).



The Authority Bonds are to be issued under a Trust Indenture, dated as of October 15, 2010
(the “Authority Indenture”) between the Authority and U.S. Bank National Association, as trustee
(the “Authority Trustee”). The right, title and interest of the Authority in and to the Financing
Agreement and the payments thereunder and the security for such payments have been assigned by the
Authority to the Authority Trustee, and the Bonds have been delivered by the Company on behalf of
the Authority directly to the Authority Trustee, as assignee, as security for the payment of the
principal of, and premium, if any, and interest on, the Authority Bonds. The Authority Trustee may
not sell, assign or otherwise transfer the Bonds except for a transfer of the entire outstanding
principal amount thereof to its successor as trustee under the Authority Indenture, which successor
and each subsequent successor shall hold such Authority Bonds subject to the same restriction on
transfer.



In the event any Authority Refunding Bonds maturing on the same date as the Bonds shall be
purchased by the Company and cancelled pursuant to the Authority Indenture, Bonds corresponding in
principal amount to the Authority Refunding Bonds so purchased and cancelled shall be deemed to be
paid in full, and in the event and to the extent the principal of, and premium, if any, or interest
on, any Authority Refunding Bonds maturing on the same date as the Bonds is paid out of funds held
by the Authority Trustee other than payments on Bonds, the corresponding payment of the principal
of and premium, if any, or interest on, an aggregate principal amount of Bonds shall be deemed to
have been satisfied.


 


9









 





In the event this Bond shall be deemed to have been paid in full, this Bond shall be
surrendered to the Trustee for cancellation. In the event this Bond shall be deemed to have been
paid in part, this Bond shall be presented to the Trustee for notation hereon of the payment of the
portion of the principal hereof so deemed to have been paid.




The Bonds are redeemable only as follows:



(a) The Bonds are subject to redemption prior to maturity, at the option of the Company, on or
after December 1, 2020 in whole or in part, at a redemption price of 100% of the principal amount
of the Bonds to be redeemed, plus interest accrued thereon to the date fixed for redemption.



(b) The Bonds are also subject to redemption at the direction of the Company, in whole, at any
time prior to maturity, at a redemption price of 100% of the principal amount of the Bonds to be
redeemed, plus interest accrued thereon to the date fixed for redemption, at any time the Authority
Refunding Bonds maturing on the same date as the Bonds are subject to extraordinary optional
redemption pursuant to Section 7.01(a)(ii) of the Authority Indenture.



(c) The Bonds are also subject to mandatory redemption by the Company in whole if the Trustee
shall receive a written demand from the Authority Trustee for redemption of all such Bonds held by
the Authority Trustee stating that an “Event of Default” as defined in Section 9.01(a) of the
Authority Indenture has occurred and is continuing and that payment of the principal of the
Authority Refunding Bonds has been accelerated pursuant to Section 9.01(b) of the Authority
Indenture, provided that at the time of notice of such redemption as provided in Section 2 of
Article V of the Original Indenture (i) said written demand shall not have been withdrawn by the
Authority Trustee, and (ii) no event of default under Section 1 of Article XI of the Original
Indenture shall have occurred and be continuing.



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 date fixed for redemption.



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 outstanding to
annul such declaration.



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.


 


10









 





The Company and the Trustee 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.



No recourse shall be had for the payment of the principal of or interest on this Bond or for
any claim based hereon or otherwise in respect hereof or of the Indenture or of any indenture
supplemental thereto against any incorporator or any past, present or future stockholder, officer
or director of the Company or of any predecessor or successor corporation, as such, either directly
or through the Company or through any such predecessor or successor corporation or through any
receiver or trustee in bankruptcy, by virtue of any constitutional provision, statute or rule of
law or equity, or by the enforcement of any assessment or penalty or otherwise; all such liability
being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly
waived and released by every holder or registered owner hereof, as more fully provided in the
Indenture.



This Bond shall not be entitled to any benefit under the Indenture or any indenture
supplemental thereto, or become valid or obligatory for any purpose, until The Bank of New York
Mellon Trust Company, N. A., as Trustee under the Indenture, or a successor trustee thereunder,
shall have signed the certificate of authentication endorsed hereon.


 


11









 





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
 _____, 2010.



	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	AQUA PENNSYLVANIA, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	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-sixth Supplemental Indenture.



	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK

MELLON TRUST COMPANY, N. A.,

as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	Authorized Signer

	 	 







 


12











 




[Form of 5.00% Series due 2034]




	 	 	 	 	 
	No. R-1

	 	$	19,270,000	 






AQUA PENNSYLVANIA, INC.




(Incorporated under the Laws of the Commonwealth

of Pennsylvania)




First Mortgage Bond, 5.00% Series due 2034




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 Pennsylvania Economic Development Financing Authority or its registered
assigns, on the 1st day of December, 2034 at the designated office of The Bank of New
York Mellon Trust Company, N. A. (hereinafter called the “Trustee”) in Philadelphia, Pennsylvania,
the sum of Nineteen Million Two Hundred Seventy Thousand 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 draft or check of the
Trustee mailed 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, 2011 from the date hereof) until the
principal hereof shall become due and payable, at the rate of 5.00% 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, 2011 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 5.00% per annum after
maturity whether by acceleration or otherwise until paid.



The interest so payable will (except as otherwise provided in the Forty-sixth 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 first day of the calendar month in
which the interest payment date occurs whether or not such day is a business day (a “Record Date”)
and principal, premium, if any, and interest on this Bond shall be paid in accordance with written
payment instructions of the registered owner delivered to the Trustee on or before such record
date.


 


13









 





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 an indenture supplemental to said Indenture known as the “Forty-sixth
Supplemental Indenture” dated as of October 15, 2010, and designated therein as “First Mortgage
Bond, 5.00% Series due 2034” (the “Bonds”).



Concurrently herewith the Company is issuing its “First Mortgage Bond, 5.00% Series due 2033”
in the aggregate principal amount of $25,910,000 (the “5.00% Series due 2033”), its “First Mortgage
Bond, 4.50% Series due 2042” in the aggregate principal amount of $15,000,000 (the “4.50% Series
due 2042”) and its “First Mortgage Bond, 5.00% Series due 2043” in the aggregate principal amount
of $81,205,000 (the “5.00% Series due 2043”).



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.


 


14









 





The Bonds, the 5.00% Series due 2033, the 4.50% Series due 2042 and the 5.00% Series due 2043
have been issued by the Company to secure the obligation of the Company to
pay to or for the account of the Authority (defined below) an amount equal to the principal,
premium, if any, of, and interest on, the Authority Bonds (defined below) pursuant to the Financing
Agreement (the “Financing Agreement”) dated as of October 15, 2010 between the Pennsylvania
Economic Development Financing Authority, a Pennsylvania body politic and corporate (the
“Authority”), and the Company, which Authority Bonds are being issued to finance (i) the costs of
numerous constructions, modifications, expansions, installations and replacements of the Company’s
water distribution, treatment and related operating systems located in the Counties of Bucks,
Chester, Delaware, Mercer, Montgomery and Warren in Pennsylvania and that are part of the Company’s
system for the distribution of water to its customers and related financing costs which are to be
financed under the Financing Agreement and which are described in Exhibit A thereto (which
facilities, less any deletions therefrom and together with any additions, improvements and
modifications thereto and substitutions therefor made in accordance with the provisions of the
Financing Agreement are referred to as the “Facilities”), and (ii) refunding certain bonds
previously issued on behalf of the Company (the “Refunding Project”). The Refunding Project is to
be financed through the sale of the Authority’s Water Facilities Revenue Bonds (Aqua Pennsylvania
Project), Series A of 2010, in the aggregate principal amount of $45,180,000 (the “Authority
Refunding Bonds”). The Facilities are to be financed through the sale of the Authority’s Water
Facilities Revenue Bonds (Aqua Pennsylvania, Inc. Project), Series B of 2010, in the aggregate
principal amount of $96,205,000 (the “Authority Construction Bonds” and, together with the
Authority Refunding Bonds, the “Authority Bonds”).



The Authority Bonds are to be issued under a Trust Indenture, dated as of October 15, 2010
(the “Authority Indenture”) between the Authority and U.S. Bank National Association, as trustee
(the “Authority Trustee”). The right, title and interest of the Authority in and to the Financing
Agreement and the payments thereunder and the security for such payments have been assigned by the
Authority to the Authority Trustee, and the Bonds have been delivered by the Company on behalf of
the Authority directly to the Authority Trustee, as assignee, as security for the payment of the
principal of, and premium, if any, and interest on, the Authority Bonds. The Authority Trustee may
not sell, assign or otherwise transfer the Bonds except for a transfer of the entire outstanding
principal amount thereof to its successor as trustee under the Authority Indenture, which successor
and each subsequent successor shall hold such Authority Bonds subject to the same restriction on
transfer.



In the event any Authority Refunding Bonds maturing on the same date as the Bonds shall be
purchased by the Company and cancelled pursuant to the Authority Indenture, Bonds corresponding in
principal amount to the Authority Refunding Bonds so purchased and cancelled shall be deemed to be
paid in full, and in the event and to the extent the principal of, and premium, if any, or interest
on, any Authority Refunding Bonds maturing on the same date as the Bonds is paid out of funds held
by the Authority Trustee other than payments on Bonds, the corresponding payment of the principal
of and premium, if any, or interest on, an aggregate principal amount of Bonds shall be deemed to
have been satisfied.


 


15









 





In the event this Bond shall be deemed to have been paid in full, this Bond shall be
surrendered to the Trustee for cancellation. In the event this Bond shall be deemed to have been
paid in part, this Bond shall be presented to the Trustee for notation hereon of the payment of the
portion of the principal hereof so deemed to have been paid.




The Bonds are redeemable only as follows:



(a) The Bonds are subject to redemption prior to maturity, at the option of the Company, on or
after December 1, 2020 in whole or in part, at a redemption price of 100% of the principal amount
of the Bonds to be redeemed, plus interest accrued thereon to the date fixed for redemption.



(b) The Bonds are also subject to redemption at the direction of the Company, in whole, at any
time prior to maturity, at a redemption price of 100% of the principal amount of the Bonds to be
redeemed, plus interest accrued thereon to the date fixed for redemption, at any time the Authority
Refunding Bonds maturing on the same date as the Bonds are subject to extraordinary optional
redemption pursuant to Section 7.01(a)(ii) of the Authority Indenture.



(c) The Bonds are also subject to mandatory redemption by the Company in whole if the Trustee
shall receive a written demand from the Authority Trustee for redemption of all such Bonds held by
the Authority Trustee stating that an “Event of Default” as defined in Section 9.01(a) of the
Authority Indenture has occurred and is continuing and that payment of the principal of the
Authority Refunding Bonds has been accelerated pursuant to Section 9.01(b) of the Authority
Indenture, provided that at the time of notice of such redemption as provided in Section 2 of
Article V of the Original Indenture (i) said written demand shall not have been withdrawn by the
Authority Trustee, and (ii) no event of default under Section 1 of Article XI of the Original
Indenture shall have occurred and be continuing.



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 date fixed for redemption.



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 outstanding to
annul such declaration.



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.


 


16









 





The Company and the Trustee 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.



No recourse shall be had for the payment of the principal of or interest on this Bond or for
any claim based hereon or otherwise in respect hereof or of the Indenture or of any indenture
supplemental thereto against any incorporator or any past, present or future stockholder, officer
or director of the Company or of any predecessor or successor corporation, as such, either directly
or through the Company or through any such predecessor or successor corporation or through any
receiver or trustee in bankruptcy, by virtue of any constitutional provision, statute or rule of
law or equity, or by the enforcement of any assessment or penalty or otherwise; all such liability
being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly
waived and released by every holder or registered owner hereof, as more fully provided in the
Indenture.



This Bond shall not be entitled to any benefit under the Indenture or any indenture
supplemental thereto, or become valid or obligatory for any purpose, until The Bank of New York
Mellon Trust Company, N. A., as Trustee under the Indenture, or a successor trustee thereunder,
shall have signed the certificate of authentication endorsed hereon.



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
 _____, 2010.



	 	 	 	 	 	 	 
	Attest:	 	AQUA PENNSYLVANIA, INC.
	 
	 	 	 	 	 	 
	 

	 	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-sixth Supplemental Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK

MELLON TRUST COMPANY, N. A.,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signer 	 
	 	 	 	 
	 



 


17









 





[Form of 4.50% Series due 2042]




	 	 	 	 	 
	No. R-1

	 	 	 	$15,000,000






AQUA PENNSYLVANIA, INC.




(Incorporated under the Laws of the Commonwealth

of Pennsylvania)




First Mortgage Bond, 4.50% 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 Pennsylvania Economic Development Financing Authority or its registered
assigns, on the 1st day of December, 2042 at the designated office of The Bank of New
York Mellon Trust Company, N. A. (hereinafter called the “Trustee”) in Philadelphia, Pennsylvania,
the sum of Fifteen 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 draft or check of the Trustee mailed 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, 2011 from the date hereof) until the principal hereof shall become due and
payable, at the rate of 4.50% 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,
2011 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 4.50% per annum after maturity whether by acceleration
or otherwise until paid.



The interest so payable will (except as otherwise provided in the Forty-sixth 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 first day of the calendar month in
which the interest payment date occurs whether or not such day is a business day (a “Record Date”)
and principal, premium, if any, and interest on this Bond shall be paid in accordance with written
payment instructions of the registered owner delivered to the Trustee on or before such record
date.


 


18









 





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 an indenture supplemental to said Indenture known as the “Forty-sixth
Supplemental Indenture” dated as of October 15, 2010, and designated therein as “First Mortgage
Bond, 4.50% Series due 2042” (the “Bonds”).



Concurrently herewith the Company is issuing its “First Mortgage Bond, 5.00% Series due 2033”
in the aggregate principal amount of $25,910,000 (the “5.00% Series due 2033”), its “First Mortgage
Bond, 5.00% Series due 2034” in the aggregate principal amount of $19,270,000 (the “5.00% Series
due 2034”) and its “First Mortgage Bond, 5.00% Series due 2043” in the aggregate principal amount
of $81,205,000 (the “5.00% Series due 2043”).



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.


 


19









 





The Bonds, the 5.00% Series due 2033, the 5.00% Series due 2034 and the 5.00% Series due 2043
have been issued by the Company to secure the obligation of the Company to pay to or for the
account of the Authority (defined below) an amount equal to the principal,
premium, if any, of, and interest on, the Authority Bonds (defined below) pursuant to the
Financing Agreement (the “Financing Agreement”) dated as of October 15, 2010 between the
Pennsylvania Economic Development Financing Authority, a Pennsylvania body politic and corporate
(the “Authority”), and the Company, which Authority Bonds are being issued to finance (i) the costs
of numerous constructions, modifications, expansions, installations and replacements of the
Company’s water distribution, treatment and related operating systems located in the Counties of
Bucks, Chester, Delaware, Mercer, Montgomery and Warren in Pennsylvania and that are part of the
Company’s system for the distribution of water to its customers and related financing costs which
are to be financed under the Financing Agreement and which are described in Exhibit A
thereto (which facilities, less any deletions therefrom and together with any additions,
improvements and modifications thereto and substitutions therefor made in accordance with the
provisions of the Financing Agreement are referred to as the “Facilities”), and (ii) refunding
certain bonds previously issued on behalf of the Company (the “Refunding Project”). The Refunding
Project is to be financed through the sale of the Authority’s Water Facilities Revenue Bonds (Aqua
Pennsylvania Project), Series A of 2010, in the aggregate principal amount of $45,180,000 (the
“Authority Refunding Bonds”). The Facilities are to be financed through the sale of the Authority’s
Water Facilities Revenue Bonds (Aqua Pennsylvania, Inc. Project), Series B of 2010, in the
aggregate principal amount of $96,205,000 (the “Authority Construction Bonds” and, together with
the Authority Refunding Bonds, the “Authority Bonds”).



The Authority Bonds are to be issued under a Trust Indenture, dated as of October 15, 2010
(the “Authority Indenture”) between the Authority and U.S. Bank National Association, as trustee
(the “Authority Trustee”). The right, title and interest of the Authority in and to the Financing
Agreement and the payments thereunder and the security for such payments have been assigned by the
Authority to the Authority Trustee, and the Bonds have been delivered by the Company on behalf of
the Authority directly to the Authority Trustee, as assignee, as security for the payment of the
principal of, and premium, if any, and interest on, the Authority Bonds. The Authority Trustee may
not sell, assign or otherwise transfer the Bonds except for a transfer of the entire outstanding
principal amount thereof to its successor as trustee under the Authority Indenture, which successor
and each subsequent successor shall hold such Authority Bonds subject to the same restriction on
transfer.



In the event any Authority Construction Bonds maturing on the same date as the Bonds shall be
purchased by the Company and cancelled pursuant to the Authority Indenture, Bonds corresponding in
principal amount to such Authority Construction Bonds so purchased and cancelled shall be deemed to
be paid in full, and in the event and to the extent the principal of, and premium, if any, or
interest on, any Authority Construction Bonds maturing on the same date as the Bonds is paid out of
funds held by the Authority Trustee other than payments on Bonds, the corresponding payment of the
principal of and premium, if any, or interest on, an aggregate principal amount of Bonds shall be
deemed to have been satisfied.


 


20









 





In the event this Bond shall be deemed to have been paid in full, this Bond shall be
surrendered to the Trustee for cancellation. In the event this Bond shall be deemed to have been
paid in part, this Bond shall be presented to the Trustee for notation hereon of the payment of the
portion of the principal hereof so deemed to have been paid.




The Bonds are redeemable only as follows:



(a) The Bonds are subject to redemption prior to maturity, at the option of the Company, on or
after December 1, 2020 in whole or in part, at a redemption price of 100% of the principal amount
of the Bonds to be redeemed, plus interest accrued thereon to the date fixed for redemption.



(b) The Bonds are also subject to redemption at the direction of the Company, in whole, at any
time prior to maturity, at a redemption price of 100% of the principal amount of the Bonds to be
redeemed, plus interest accrued thereon to the date fixed for redemption, at any time the Authority
Construction Bonds maturing on the same date as the Bonds are subject to extraordinary optional
redemption pursuant to Section 7.01(b)(ii) of the Authority Indenture.



(c) The Bonds are also subject to special mandatory redemption at the direction of the
Company, in part, prior to maturity, at a redemption price of 100% of the principal amount of the
Bonds to be redeemed, plus interest accrued thereon to the date fixed for redemption, at such time
and in such amount as the Authority Construction Bonds maturing on the same date as the Bonds are
subject to special mandatory redemption pursuant to Section 7.01(b)(iii) of the Authority
Indenture.



(d) The Bonds are also subject to mandatory redemption by the Company in whole if the Trustee
shall receive a written demand from the Authority Trustee for redemption of all such Bonds held by
the Authority Trustee stating that an “Event of Default” as defined in Section 9.01(a) of the
Authority Indenture has occurred and is continuing and that payment of the principal of the
Authority Construction Bonds has been accelerated pursuant to Section 9.01(b) of the Authority
Indenture, provided that at the time of notice of such redemption as provided in Section 2 of
Article V of the Original Indenture (i) said written demand shall not have been withdrawn by the
Authority Trustee, and (ii) no event of default under Section 1 of Article XI of the Original
Indenture shall have occurred and be continuing.



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 date fixed for redemption.



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 outstanding to
annul such declaration.


 


21









 





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.



The Company and the Trustee 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.



No recourse shall be had for the payment of the principal of or interest on this Bond or for
any claim based hereon or otherwise in respect hereof or of the Indenture or of any indenture
supplemental thereto against any incorporator or any past, present or future stockholder, officer
or director of the Company or of any predecessor or successor corporation, as such, either directly
or through the Company or through any such predecessor or successor corporation or through any
receiver or trustee in bankruptcy, by virtue of any constitutional provision, statute or rule of
law or equity, or by the enforcement of any assessment or penalty or otherwise; all such liability
being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly
waived and released by every holder or registered owner hereof, as more fully provided in the
Indenture.



This Bond shall not be entitled to any benefit under the Indenture or any indenture
supplemental thereto, or become valid or obligatory for any purpose, until The Bank of New York
Mellon Trust Company, N. A., as Trustee under the Indenture, or a successor trustee thereunder,
shall have signed the certificate of authentication endorsed hereon.



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
 _____, 2010.



	 	 	 	 	 	 	 
	Attest:	 	AQUA PENNSYLVANIA, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

(Assistant) Secretary

	 	 	 	 

Vice President
	 	 





 


22









 





(Form of Trustee’s Certificate)




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



	 	 	 	 	 
	 	THE BANK OF NEW YORK

MELLON TRUST COMPANY, N. A.,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signer 	 
	 	 	 	 
	 



 


23









 





[Form of 5.00% Series due 2043]




	 	 	 	 	 
	No. R-1

	 	 	 	$81,205,000






AQUA PENNSYLVANIA, INC.




(Incorporated under the Laws of the Commonwealth

of Pennsylvania)




First Mortgage Bond, 5.00% Series due 2043




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 Pennsylvania Economic Development Financing Authority or its registered
assigns, on the 1st day of December, 2043 at the designated office of The Bank of New
York Mellon Trust Company, N. A. (hereinafter called the “Trustee”) in Philadelphia, Pennsylvania,
the sum of Eighty-one Million Two Hundred Five Thousand 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 draft or check of the
Trustee mailed 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, 2011 from the date hereof) until the
principal hereof shall become due and payable, at the rate of 5.00% 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, 2011 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 5.00% per annum after
maturity whether by acceleration or otherwise until paid.



The interest so payable will (except as otherwise provided in the Forty-sixth 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 first day of the calendar month in
which the interest payment date occurs whether or not such day is a business day (a “Record Date”)
and principal, premium, if any, and interest on this Bond shall be paid in accordance with written
payment instructions of the registered owner delivered to the Trustee on or before such record
date.


 


24









 





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 an indenture supplemental to said Indenture known as the “Forty-sixth
Supplemental Indenture” dated as of October 15, 2010, and designated therein as “First Mortgage
Bond, 5.00% Series due 2043” (the “Bonds”).



Concurrently herewith the Company is issuing its “First Mortgage Bond, 5.00% Series due 2033”
in the aggregate principal amount of $25,910,000 (the “5.00% Series due 2033”), its “First Mortgage
Bond, 5.00% Series due 2034” in the aggregate principal amount of $19,270,000 (the “5.00% Series
due 2034”) and its “First Mortgage Bond, 4.50% Series due 2042” in the aggregate principal amount
of $15,000,000 (the “4.50% Series due 2042”).



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.


 


25









 





The Bonds, the 5.00% Series due 2033, the 5.00% Series due 2034 and the 4.50% Series due 2042
have been issued by the Company to secure the obligation of the Company to
pay to or for the account of the Authority (defined below) an amount equal to the principal,
premium, if any, of, and interest on, the Authority Bonds (defined below) pursuant to the Financing
Agreement (the “Financing Agreement”) dated as of October 15, 2010 between the Pennsylvania
Economic Development Financing Authority, a Pennsylvania body politic and corporate (the
“Authority”), and the Company, which Authority Bonds are being issued to finance (i) the costs of
numerous constructions, modifications, expansions, installations and replacements of the Company’s
water distribution, treatment and related operating systems located in the Counties of Bucks,
Chester, Delaware, Mercer, Montgomery and Warren in Pennsylvania and that are part of the Company’s
system for the distribution of water to its customers and related financing costs which are to be
financed under the Financing Agreement and which are described in Exhibit A thereto (which
facilities, less any deletions therefrom and together with any additions, improvements and
modifications thereto and substitutions therefor made in accordance with the provisions of the
Financing Agreement are referred to as the “Facilities”), and (ii) refunding certain bonds
previously issued on behalf of the Company (the “Refunding Project”). The Refunding Project is to
be financed through the sale of the Authority’s Water Facilities Revenue Bonds (Aqua Pennsylvania
Project), Series A of 2010, in the aggregate principal amount of $45,180,000 (the “Authority
Refunding Bonds”). The Facilities are to be financed through the sale of the Authority’s Water
Facilities Revenue Bonds (Aqua Pennsylvania, Inc. Project), Series B of 2010, in the aggregate
principal amount of $96,205,000 (the “Authority Construction Bonds” and, together with the
Authority Refunding Bonds, the “Authority Bonds”).



The Authority Bonds are to be issued under a Trust Indenture, dated as of October 15, 2010
(the “Authority Indenture”) between the Authority and U.S. Bank National Association, as trustee
(the “Authority Trustee”). The right, title and interest of the Authority in and to the Financing
Agreement and the payments thereunder and the security for such payments have been assigned by the
Authority to the Authority Trustee, and the Bonds have been delivered by the Company on behalf of
the Authority directly to the Authority Trustee, as assignee, as security for the payment of the
principal of, and premium, if any, and interest on, the Authority Bonds. The Authority Trustee may
not sell, assign or otherwise transfer the Bonds except for a transfer of the entire outstanding
principal amount thereof to its successor as trustee under the Authority Indenture, which successor
and each subsequent successor shall hold such Authority Bonds subject to the same restriction on
transfer.



In the event any Authority Construction Bonds maturing on the same date as the Bonds shall be
purchased by the Company and cancelled pursuant to the Authority Indenture, Bonds corresponding in
principal amount to such Authority Construction Bonds so purchased and cancelled shall be deemed to
be paid in full, and in the event and to the extent the principal of, and premium, if any, or
interest on, any Authority Construction Bonds maturing on the same date as the Bonds is paid out of
funds held by the Authority Trustee other than payments on Bonds, the corresponding payment of the
principal of and premium, if any, or interest on, an aggregate principal amount of Bonds shall be
deemed to have been satisfied.


 


26









 





In the event this Bond shall be deemed to have been paid in full, this Bond shall be
surrendered to the Trustee for cancellation. In the event this Bond shall be deemed to have been
paid in part, this Bond shall be presented to the Trustee for notation hereon of the payment of the
portion of the principal hereof so deemed to have been paid.




The Bonds are redeemable only as follows:



(a) The Bonds are subject to redemption prior to maturity, at the option of the Company, on or
after December 1, 2020 in whole or in part, at a redemption price of 100% of the principal amount
of the Bonds to be redeemed, plus interest accrued thereon to the date fixed for redemption.



(b) The Bonds are also subject to redemption at the direction of the Company, in whole, at any
time prior to maturity, at a redemption price of 100% of the principal amount of the Bonds to be
redeemed, plus interest accrued thereon to the date fixed for redemption, at any time the Authority
Construction Bonds maturing on the same date as the Bonds are subject to extraordinary optional
redemption pursuant to Section 7.01(b)(ii) of the Authority Indenture.



(c) The Bonds are also subject to special mandatory redemption at the direction of the
Company, in part, prior to maturity, at a redemption price of 100% of the principal amount of the
Bonds to be redeemed, plus interest accrued thereon to the date fixed for redemption, at such time
and in such amount as the Authority Construction Bonds maturing on the same date as the Bonds are
subject to special mandatory redemption pursuant to Section 7.01(b)(iii) of the Authority
Indenture.



(d) The Bonds are also subject to mandatory redemption by the Company in whole if the Trustee
shall receive a written demand from the Authority Trustee for redemption of all such Bonds held by
the Authority Trustee stating that an “Event of Default” as defined in Section 9.01(a) of the
Authority Indenture has occurred and is continuing and that payment of the principal of the
Authority Construction Bonds has been accelerated pursuant to Section 9.01(b) of the Authority
Indenture, provided that at the time of notice of such redemption as provided in Section 2 of
Article V of the Original Indenture (i) said written demand shall not have been withdrawn by the
Authority Trustee, and (ii) no event of default under Section 1 of Article XI of the Original
Indenture shall have occurred and be continuing.



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 date fixed for redemption.



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 outstanding to
annul such declaration.


 


27









 





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.



The Company and the Trustee 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.



No recourse shall be had for the payment of the principal of or interest on this Bond or for
any claim based hereon or otherwise in respect hereof or of the Indenture or of any indenture
supplemental thereto against any incorporator or any past, present or future stockholder, officer
or director of the Company or of any predecessor or successor corporation, as such, either directly
or through the Company or through any such predecessor or successor corporation or through any
receiver or trustee in bankruptcy, by virtue of any constitutional provision, statute or rule of
law or equity, or by the enforcement of any assessment or penalty or otherwise; all such liability
being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly
waived and released by every holder or registered owner hereof, as more fully provided in the
Indenture.



This Bond shall not be entitled to any benefit under the Indenture or any indenture
supplemental thereto, or become valid or obligatory for any purpose, until The Bank of New York
Mellon Trust Company, N. A., as Trustee under the Indenture, or a successor trustee thereunder,
shall have signed the certificate of authentication endorsed hereon.



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
 _____, 2010.



	 	 	 	 	 	 	 
	Attest:	 	AQUA PENNSYLVANIA, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

(Assistant) Secretary

	 	 	 	 

Vice President
	 	 






(Form of Trustee’s Certificate)



 


28









 







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



	 	 	 	 	 
	 	THE BANK OF NEW YORK

MELLON TRUST COMPANY, N. A.,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signer 	 
	 	 	 	 
	 



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



NOW, THEREFORE, THIS FORTY-SIXTH 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-sixth Supplemental Indenture, receipt whereof is hereby acknowledged, and of
other good and valuable consideration, and intending to be legally bound, 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:


 


29









 





I.




REAL ESTATE AND WATER RIGHTS.




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



II.




BUILDINGS AND EQUIPMENT.




All mains, pipes, pipe lines, service pipes, buildings, improvements, standpipes, reservoirs,
wells, flumes, sluices, canals, basins, cribs, machinery, conduits, hydrants, water works, plants
and systems, tanks, shops, structures, purification systems, pumping stations, fixtures, engines,
boilers, pumps, meters and equipment which are now owned or may hereafter be acquired by the
Company (except as herein expressly excepted), including all improvements, additions and extensions
appurtenant to any real or fixed property now or hereafter subject to the lien of the Original
Indenture or any indenture supplemental thereto which are used or useful in connection with the
business of the Company as a water company or as a water utility, whether any of the foregoing
property is now owned or may hereafter be acquired by the Company.



It is hereby declared by the Company that all property of the kinds described in the next
preceding paragraph, whether now owned or hereafter acquired, has been or is or will be owned or
acquired with the intention of using the same in carrying on the business or branches of the
business of the Company, and it is hereby declared that it is the intention of the Company that all
thereof (except property hereinafter specifically excepted) shall be subject to the lien of the
Original Indenture.



It is agreed by the Company that so far as may be permitted by law, tangible personal property
now owned or hereafter acquired by the Company, except such as is hereafter expressly excepted from
the lien hereof, shall be deemed to be and construed as fixtures and appurtenances to the real
property of the Company.



III.




FRANCHISES AND RIGHTS OF WAY.




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


 


30









 





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 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
1 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.


 


31









 





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.



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 fifty-eighth series of bonds, limited in aggregate principal
amount to $25,910,000 designated as “Aqua Pennsylvania, Inc., First Mortgage Bond, 5.00% Series due
2033”, a fifty-ninth series of bonds, limited in aggregate principal amount to $19,270,000
designated as “Aqua Pennsylvania, Inc., First Mortgage Bond, 5.00% Series due 2034”, a sixtieth
series of bonds, limited in aggregate principal amount to $15,000,000 designated as “Aqua
Pennsylvania, Inc., First Mortgage Bond, 4.50% Series due 2042”, and a sixty-first series of bonds,
limited in aggregate principal amount to $81,205,000 designated as “Aqua Pennsylvania, Inc., First
Mortgage Bond, 5.00% Series due 2043”.


 


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Interest on the Bonds shall be payable semiannually on June 1 and December 1 of each year
(each an “interest payment date”), commencing June 1, 2011. 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 5.00% Series due 2033 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, 2033 and shall bear interest at the rate of 5.00%. The 5.00% Series due 2034 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, 2034 and shall bear
interest at the rate of 5.00%. The 4.50% 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 4.50%. The 5.00% Series due
2043 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, 2043 and shall bear
interest at the rate of 5.00%. In any case where the date of payment of the principal of or
interest on the Bonds, or the date fixed for redemption of any Bond, is not a Business Day, then
payment of the principal or Redemption Price of and interest on such Bond need not be made on such
date but may be made on the next succeeding Business Day with the same force and effect as if made
on the due date of such payment or the date fixed for redemption, and no interest shall accrue for
the period after such date.



The Bonds of each series shall be issuable only as registered bonds without coupons, shall be
in the form hereinabove recited, in the denomination of Five Thousand Dollars ($5,000) or any
integral multiple thereof, shall be lettered “R-1” and shall bear such numbers as the Company may
reasonably require.



The principal of, and interest on the Bonds shall be payable at the designated office of the
trustee in Philadelphia, Pennsylvania, 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 check to the
order of the person entitled thereto, mailed to such person’s address as the same appears on the
books maintained for such purpose by or on behalf of the Company, or 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
(as hereinafter defined) 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 days preceding such subsequent Record Date, such Record Date to be not less than ten
days preceding the date of payment of such defaulted interest. The term “Record Date” with respect
to any regular interest payment date shall mean the first day of the calendar month in which such
interest payment date occurs.


 


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The Bonds are being issued by the Company to secure the obligation of the Company to pay to or
for the account of the Authority an amount equal to the principal of, at maturity or earlier
redemption, and interest on, the Authority Bonds pursuant to the Financing Agreement. The Authority
Bonds are being sold to finance the Facilities.



The Authority Bonds are to be issued under the Authority Indenture and the right, title and
interest of the Authority in and to the Financing Agreement and the payments
thereunder and the security for such payments have been assigned by the Authority to the
Authority Trustee, and the Bonds are to be delivered by the Company on behalf of the Authority
directly to the Authority Trustee, as assignee, as security for the payment of the principal of, at
maturity or earlier redemption, and premium, if any, and interest on, the Authority Bonds. The
Authority Trustee may not sell, assign or otherwise transfer the Bonds except for a transfer of the
entire outstanding principal amount thereof to its successor as Trustee under the Authority
Indenture, which successor and each subsequent successor shall hold the Bonds subject to the same
restriction on transfer.



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.



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.




SECTION 2. The Bonds are redeemable only as follows:



(a) The 5.00% Series due 2033 are subject to redemption prior to maturity on or after December
1, 2020 by the Company, to the extent that the Authority Refunding Bonds maturing on the same date
are called for redemption under Section 7.01(a)(i) of the Authority Indenture, and then out of
moneys deposited with or held by the Trustee for such purpose, as a whole or in part, at any time
in the manner described below, at the redemption price of one hundred percent (100%) of the
principal amount to be redeemed, plus interest accrued thereon to the date fixed for redemption;



(b) The 5.00% Series due 2034 are subject to redemption prior to maturity on or after December
1, 2020 by the Company, to the extent that the Authority Refunding Bonds maturing on the same date
are called for redemption under Section 7.01(a)(i) of the Authority Indenture, and then out of
moneys deposited with or held by the Trustee for such purpose, as a whole or in part, at any time
in the manner described below, at the redemption price of one hundred percent (100%) of the
principal amount to be redeemed, plus interest accrued thereon to the date fixed for redemption;


 


34









 





(c) The 4.50% Series due 2042 are subject to redemption prior to maturity on or after December
1, 2020 by the Company, to the extent that the Authority Construction Bonds maturing on the same
date are called for redemption under Section 7.01(b)(i) of the Authority Indenture, and then out of
moneys deposited with or held by the Trustee for such purpose, as a whole or in part, at any time
in the manner described below, at the redemption price of one hundred percent (100%) of the
principal amount to be redeemed, plus interest accrued thereon to the date fixed for redemption;



(d) The 5.00% Series due 2043 are subject to redemption prior to maturity on or after December
1, 2020 by the Company, to the extent that the Authority Construction Bonds maturing on the same
date are called for redemption under Section 7.01(b)(i) of the Authority Indenture, and then out of
moneys deposited with or held by the Trustee for such purpose, as a whole or in part, at any time
in the manner described below, at the redemption price of one
hundred percent (100%) of the principal amount to be redeemed, plus interest accrued thereon
to the date fixed for redemption;



(e) The 5.00% Series due 2033 are subject to redemption at the direction of the Company, in
whole, at any time prior to maturity, at a redemption price of 100% of the principal amount the
5.00% Series due 2033 to be redeemed, plus interest accrued thereon to the date fixed for
redemption, at any time the Authority Refunding Bonds maturing on the same date are subject to
extraordinary optional redemption pursuant to Section 7.01(a)(ii) of the Authority Indenture;



(f) The 5.00% Series due 2034 are subject to redemption at the direction of the Company, in
whole, at any time prior to maturity, at a redemption price of 100% of the principal amount the
5.00% Series due 2034 to be redeemed, plus interest accrued thereon to the date fixed for
redemption, at any time the Authority Refunding Bonds maturing on the same date are subject to
extraordinary optional redemption pursuant to Section 7.01(a)(ii) of the Authority Indenture;



(g) The 4.50% Series due 2042 are subject to redemption at the direction of the Company, in
whole, at any time prior to maturity, at a redemption price of 100% of the principal amount the
4.50% Series due 2042 to be redeemed, plus interest accrued thereon to the date fixed for
redemption, at any time the Authority Construction Bonds maturing on the same date are subject to
extraordinary optional redemption pursuant to Section 7.01(b)(ii) of the Authority Indenture;



(h) The 5.00% Series due 2043 are subject to redemption at the direction of the Company, in
whole, at any time prior to maturity, at a redemption price of 100% of the principal amount the
5.00% Series due 2043 to be redeemed, plus interest accrued thereon to the date fixed for
redemption, at any time the Authority Construction Bonds maturing on the same date are subject to
extraordinary optional redemption pursuant to Section 7.01(b)(ii) of the Authority Indenture;


 


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(i) The 4.50% Series due 2042 are also subject to special mandatory redemption at the
direction of the Company, in part, prior to maturity, at a redemption price of 100% of the
principal amount the 4.50% Series due 2042 to be redeemed, plus interest accrued thereon to the
date fixed for redemption, at such time and in such amount as the Authority Construction Bonds
maturing on the same date are subject to special mandatory redemption pursuant to Section
7.01(b)(iii) of the Authority Indenture;



(j) The 5.00% Series due 2043 are also subject to special mandatory redemption at the
direction of the Company, in part, prior to maturity, at a redemption price of 100% of the
principal amount the 5.00% Series due 2043 to be redeemed, plus interest accrued thereon to the
date fixed for redemption, at such time and in such amount as the Authority Construction Bonds
maturing on the same date are subject to special mandatory redemption pursuant to Section
7.01(b)(iii) of the Authority Indenture;



(k) The Bonds are also subject to mandatory redemption by the Company in whole if the Trustee
shall receive a written demand from the Authority Trustee for redemption of all such
Bonds held by the Authority Trustee stating that an “Event of Default” as defined in Section
9.01(a) of the Authority Indenture has occurred and is continuing and that payment of the principal
of the Authority Bonds has been accelerated pursuant to Section 9.01(b) of the Authority Indenture,
provided that at the time of notice of such redemption as provided in Section 2 of Article V of the
Original Indenture (i) said written demand shall not have been withdrawn by the Authority Trustee,
and (ii) no event of default under Section 1 of Article XI of the Original Indenture shall have
occurred and be continuing.



SECTION 3. Any redemption of the Bonds shall be effected in accordance with the provisions of
Article V of the Original Indenture.



SECTION 4. (a) In the event any Authority Refunding Bonds maturing on the same date as the
5.00% Series due 2033 shall be purchased by the Company, surrendered by the Company to the
Authority Trustee for cancellation and cancelled by the Authority Trustee, 5.00% Series due 2033,
corresponding in principal amount to such Authority Refunding Bonds so purchased, surrendered and
cancelled shall be deemed to have been paid in full.



(b) In the event any Authority Refunding Bonds maturing on the same date as the 5.00% Series
due 2034 shall be purchased by the Company, surrendered by the Company to the Authority Trustee for
cancellation and cancelled by the Authority Trustee, 5.00% Series due 2034, corresponding in
principal amount to such Authority Refunding Bonds so purchased, surrendered and cancelled shall be
deemed to have been paid in full



(c) In the event any Authority Construction Bonds maturing on the same date as the 4.50%
Series due 2042 shall be purchased by the Company, surrendered by the Company to the Authority
Trustee for cancellation and cancelled by the Authority Trustee, 4.50% Series due 2042,
corresponding in principal amount to such Authority Construction Bonds so purchased, surrendered
and cancelled shall be deemed to have been paid in full.



(d) In the event any Authority Construction Bonds maturing on the same date as the 5.00%
Series due 2043 shall be purchased by the Company, surrendered by the Company to the Authority
Trustee for cancellation and cancelled by the Authority Trustee, 5.00% Series due 2043,
corresponding in principal amount to such Authority Construction Bonds so purchased, surrendered
and cancelled shall be deemed to have been paid in full.


 


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SECTION 5. (a) In the event and to the extent the principal of and premium, if any, or
interest on, any Authority Refunding Bonds maturing on the same date as the 5.00% Series due 2033
is paid out of funds held by the Authority Trustee other than payments of 5.00% Series due 2033,
the corresponding payment of the principal of, and premium, if any, or interest on, an aggregate
principal amount of 5.00% Series due 2033 equal to the aggregate principal amount of such Authority
Refunding Bonds shall be deemed to have been satisfied.



(b) In the event and to the extent the principal of and premium, if any, or interest on, any
Authority Refunding Bonds maturing on the same date as the 5.00% Series due 2034 is paid out of
funds held by the Authority Trustee other than payments of 5.00% Series due 2034, the corresponding
payment of the principal of, and premium, if any, or interest on, an
aggregate principal amount of 5.00% Series due 2034 equal to the aggregate principal amount of
such Authority Refunding Bonds shall be deemed to have been satisfied.



(c) In the event and to the extent the principal of and premium, if any, or interest on, any
Authority Construction Bonds maturing on the same date as the 4.50% Series due 2042 is paid out of
funds held by the Authority Trustee other than payments of 4.50% Series due 2042, the corresponding
payment of the principal of, and premium, if any, or interest on, an aggregate principal amount of
4.50% Series due 2042 equal to the aggregate principal amount of such Authority Construction Bonds
shall be deemed to have been satisfied.



(d) In the event and to the extent the principal of and premium, if any, or interest on, any
Authority Construction Bonds maturing on the same date as the 5.00% Series due 2043 is paid out of
funds held by the Authority Trustee other than payments of 5.00% Series due 2043, the corresponding
payment of the principal of, and premium, if any, or interest on, an aggregate principal amount of
5.00% Series due 2043 equal to the aggregate principal amount of such Authority Construction Bonds
shall be deemed to have been satisfied



SECTION 6. All Bonds deemed to have been paid in full as provided in Section 4 and 5 of this
Article I of this Forty-sixth 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. In case part of an outstanding Bond shall be deemed to
have been partially paid as provided in said Section 4 or Section 5, 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.


 


37









 





SECTION 7. The 5.00% Series due 2033 in the aggregate principal amount of $25,910,000, the
5.00% Series due 2034 in the aggregate principal amount of $19,270,000, the 4.50% Series due 2042
in the aggregate principal amount of $15,000,000 and the 5.00% Series due 2043 in the aggregate
principal amount of $81,205,000 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 next March 1 next occurring after the bonds of the 9.17% Series due 2011 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 6.00% Series due 2029 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 6.21% Series due 2011, the 9.53% Subseries D due 2019, the 8.26% Subseries F due
2022, the 8.32% Subseries I due 2022, the 8.14% Subseries J due 2025, the 6.00% Subseries K due
2030, the 5.93% Subseries L due 2012, 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 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




 


38












 




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 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,
whichever is latest, 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



(b) the Cost or Fair Value, whichever is less, of Permanent Additions acquired during such
calendar year which at the time of taking such credit constitute Available Permanent Additions; and



(c) the unapplied balance, or any part thereof, of the Cost or Fair Value, whichever is less,
of Available Permanent Additions acquired by the Company during the five calendar years preceding
such calendar year and specified in the Officers’ Certificates delivered to the Trustee pursuant to
Section 2 of this Article, but only to the extent that the Permanent Additions with
respect to which such Cost or Fair Value was determined shall at the time of taking such
credit constitute Available Permanent Additions.



SECTION 2. The Company covenants that it will on or before March 1 in each year, beginning
with the first deposit made with the Trustee under the provisions of Section 1 of this Article, as
long as any of the Bonds are outstanding, deliver to the Trustee the following:




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




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




(ii) 9% of such Gross Operating Revenues;




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




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


 


39









 






(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;




(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.


 


40









 





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, 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-sixth Supplemental Indenture with respect to the additional bonds to be issued under the
Original Indenture as hereby supplemented.



SECTION 2. The Company covenants and agrees that so long as any of the Bonds are outstanding
(a) the Company will not make any Stock Payment if, after giving effect thereto, its retained
earnings, computed in accordance with generally accepted accounting principles consistently
applied, will be less than the sum of (i) Excluded Earnings, if any, since December 31, 2009, and
(ii) $20,000,000; (b) Stock Payments made more than 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) and (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.


 


41









 





“Debt” means (i) all indebtedness, whether or not represented by bonds, debentures, notes or
other securities, for the repayment of money borrowed, (ii) all deferred indebtedness for the
payment of the purchase price of property or assets purchased (but Debt shall not be deemed to
include customer advances for construction or any bonds issued under the Indenture which are not
Outstanding Bonds), (iii) leases which have been or, in accordance with generally accepted
accounting principles, should be recorded as capital leases and (iv) guarantees of the obligations
of another of the nature described in clauses (i), (ii) or (iii) which have been or, in accordance
with generally accepted accounting principles, should be recorded as debt.



“Determination Date” shall mean the last day of each calendar quarter. Any calculation with
respect to any Determination Date shall be based on the Company’s balance sheet as of such date.




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



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



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



“Restricted Period” shall mean a period commencing on any Determination Date on which the
total Debt of the Company is, or as the result of any Stock Payment then declared or set aside and
to be made thereafter will be, more than 70% of Capitalization, and continuing until the third
consecutive Determination Date on which the total Debt of the Company does not exceed 70% of
Capitalization.



“Stock Payment” shall mean any payment in cash or property (other than stock of the Company)
to any holder of shares of any class of capital stock of the Company as such holder, whether by
dividend or upon the purchase, redemption, conversion or other acquisition of such shares, or
otherwise.



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


 


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ARTICLE IV.

The Trustee.




SECTION 1. The Trustee hereby accepts the trust hereby declared and provided, and agrees to
perform the same upon the terms and conditions in the Original Indenture, as supplemented by this
Forty-sixth 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). The Trustee may act and rely on written opinions of experts employed by
the Trustee and such advice shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by the Trustee hereunder in good faith and in reliance
thereon. The Trustee shall not be responsible for any loss or damage resulting from any action or
non-action in good faith taken in reliance upon such opinion or advice. The Trustee shall not be
bound to confirm, verify or make any investigation into the facts or matters stated in any
financial or other statements, resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order or other paper or document furnished pursuant to the
terms hereof.



SECTION 3. Before the Trustee shall be required to foreclose on, or to take control or
possession of, the real property or leasehold interest (the “Premises”) which may be the subject of
any mortgage or mortgages for which the Trustee is mortgagee in connection with the issuance of the
Bonds, the Trustee shall be indemnified and held harmless by the holders and/or beneficial owners
of the Bonds from and against any and all expense, loss, or liability that may be suffered by the
Trustee in connection with any spill, leak or release which may have occurred on or invaded the
Premises or any contamination by any Hazardous Substance (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


 


43









 






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 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 Hazardous Substance contained within or release 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 sentence.



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 and Forty-fifth Supplemental Indentures are hereby confirmed. All references in this
Forty-sixth 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-sixth 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

1600 Market Street, Suite 1500

Philadelphia, PA 19103

Attention: Philip Newmuis

Phone: 215-640-8455

Fax: 215-9981-0316/0352




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



 


44









 






SECTION 3. All recitals in this Forty-sixth 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-sixth Supplemental Indenture is dated as of October 15, 2010
for convenience and for the purpose of reference, the actual date or dates of execution hereof by
the Company and the Trustee are as indicated by their respective acknowledgments annexed hereto.



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



SECTION 6. This Forty-sixth Supplemental Indenture shall become effective upon delivery to the
Trustee by the Company of the certificates required by Articles IV, VI and VII of the Original
Indenture, which shall occur concurrently with the issuance of the 5.00% Series due 2033, the 5.00%
Series due 2034, the 4.50% Series due 2042 and the 5.00% Series due 2043 on November 17, 2010.


 


45









 





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	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	[CORPORATE SEAL]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:

	 	Noreen Wichert	 	By:
	 	Phillip Newmuis	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Authorized Officer
	 	 	 	Name: Philip Newmuis

Title:   Authorized Signer
	 





 


46









 





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

1600 Market Street, Suite 1500

Philadelphia, PA 19103

Attention: Philip Newmuis

Telephone: 215-640-8455

Fax: 215-981-0316/0352




	 	 	 	 	 
	 	THE BANK OF NEW YORK

MELLON TRUST COMPANY, N. A.,

as Trustee

 	 
	 	By:  	Philip Newmuis
 	 
	 	 	Name:  	Philip Newmuis 	 
	 	 	Title:  	Authorized Signer 	 


 


47









 





	 	 	 	 	 



COMMONWEALTH OF PENNSYLVANIA




COUNTY OF MONTGOMERY





On the 28th day of October, 2010 before me, the Subscriber, a Notary Public for the
Commonwealth of Pennsylvania, personally appeared Diana MoyKelly, who acknowledged herself to be
the Treasurer of Aqua Pennsylvania, Inc., a corporation, and that she as such Treasurer, being
authorized to do so, executed the foregoing Forty-sixth 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]



Lisa S. Pitrowski



 


48









 







COMMONWEALTH OF PENNSYLVANIA




COUNTY OF PHILADELPHIA




On the 28th day of
October, 2010 before me, the Subscriber, a Notary Public for the
Commonwealth of Pennsylvania, personally appeared Philip Newmuis, 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-sixth 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]



Sandra Abrahams





 


49











 





EXHIBIT A

OUTSTANDING FIRST MORTGAGE BONDS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Interest	 	 	Issue	 	Maturity	 	Original	 	 	Balance (incl. CP)	 
	Division	 	Structure	 	Rate	 	 	Date	 	Date	 	Amount	 	 	@ 06/30/10	 
	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	 
	Shenango
	 	Tax Exempt	 	 	6.00	%	 	10/01/99	 	06/01/29	 	 	25,000,000	 	 	 	25,000,000	 
	Aqua Pa
	 	Tax Exempt	 	 	6.00	%	 	06/28/00	 	07/01/30	 	 	18,360,000	 	 	 	18,360,000	 
	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	%	 	12/28/06	 	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	%	 	07/16/09	 	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	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	485,520,000	 	 	 	485,520,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aqua Pa
	 	Taxable	 	 	5.93	%	 	06/26/02	 	07/01/12	 	 	25,000,000	 	 	 	25,000,000	 
	Aqua Pa
	 	Taxable	 	 	6.21	%	 	10/25/01	 	11/01/11	 	 	15,000,000	 	 	 	15,000,000	 
	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	 	 	 	4,800,000	 
	Aqua Pa
	 	Taxable	 	 	9.17	%	 	11/01/91	 	09/15/11	 	 	5,000,000	 	 	 	5,000,000	 
	Aqua Pa
	 	Taxable	 	 	9.29	%	 	11/01/91	 	09/15/26	 	 	12,000,000	 	 	 	12,000,000	 
	Roaring Creek
	 	Taxable	 	 	9.53	%	 	12/15/89	 	12/15/19	 	 	4,000,000	 	 	 	4,000,000	 
	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	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	185,000,000	 	 	 	181,800,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TOTAL FIRST MORTGAGE BONDS	 	 	 	 	670,520,000	 	 	 	667,320,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 


A-1









 








EXHIBIT B

RECORDING INFORMATION




BUCKS, CHESTER, DELAWARE AND MONTGOMERY COUNTIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Date of	 	Bucks	 	Chester	 	Delaware	 	Montgomery
	Indenture	 	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





 


B-1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Date of	 	Bucks	 	Chester	 	Delaware	 	Montgomery
	Indenture	 	Recording	 	Book	 	 	Page	 	Book	 	Page	 	Book	 	Page	 	Book	 	Page
	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	 	—	 	—
	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





 


B-2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Date of	 	Bucks	 	Chester	 	Delaware	 	Montgomery
	Indenture	 	Recording	 	Book	 	 	Page	 	Book	 	Page	 	Book	 	Page	 	Book	 	Page
	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
	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





 


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







 


B-4











 








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




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BRADFORD	 	COLUMBIA	 	LAWRENCE	 	MERCER
	 	 	Date of	 	Instrument	 	Date of	 	Instrument	 	Date of	 	 	 	 	 	Date of	 	 
	Indenture	 	Recording	 	No.	 	Recording	 	No.	 	Recording	 	Book	 	Page	 	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





 


B-5









 











	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	NORTHUMBERLAND	 	PIKE	 	SCHUYLKILL	 	WAYNE
	 	 	Date of	 	 	 	 	 	Date of	 	 	 	 	 	Date of	 	 	 	 	 	Date of	 	 	 	 
	Indenture	 	Rec.	 	Book	 	Page	 	Rec.	 	Book	 	Page	 	Rec.	 	Book	 	Page	 	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





 


B-6









 











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



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	ADAMS	 	CARBON	 	CUMBERLAND	 	FOREST
	 	 	Date of	 	 	 	 	 	Date of	 	 	 	 	 	Date of	 	 	 	 	 	Date of	 	 	 	 
	Indenture	 	Rec.	 	Book	 	Page	 	Rec.	 	Book	 	Page	 	Rec.	 	Book	 	Page	 	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
	Forth-fifth Supplemental
	 	11/13/09	 	5431	 	12	 	11/12/09	 	1805	 	605	 	11/13/09	 	200938300	 	 	 	11/13/09	 	260	 	659





 


B-7









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	JUNIATA	 	LACKAWANNA	 	LUZERNE	 	MONROE	 
	 	 	Date of	 	 	 	 	 	Date of	 	 	 	 	 	Date of	 	 	 	 	 	Date of	 	 	 	 	 
	Indenture	 	Rec.	 	Book	 	Page	 	Rec.	 	Book	 	Page	 	Rec.	 	Book	 	Page	 	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	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	JUNIATA	 	LACKAWANNA	 	LUZERNE	 	MONROE
	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







 


B-8











 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	NORTHAMPTON	 	SNYDER	 	SUSQUEHANNA	 	WYOMING	 
	 	 	Date of	 	 	 	 	 	Date of	 	 	 	 	 	Date of	 	 	 	 	 	Date of	 	 	 	 	 
	Indenture	 	Rec.	 	Book	 	Page	 	Rec.	 	Book	 	Page	 	Rec.	 	Book	 	Page	 	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	 







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





 


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





 


B-10









 





EXHIBIT C




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	DEED	 	TAX	 	DEED	 	 
	COUNTY	 	GRANTOR	 	DATE	 	PARCEL NO.	 	BOOK	 	PAGE
	Wayne
	 	Gouldsboro Water Company and William & Kathryn Stocoski	 	12/29/2008	 	14-0-0370-0044	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Wyoming
	 	W.P. Water Company, Inc. aka (Washington Park)	 	3/31/2009	 	27-71.0-134-00 and
27-71.0-97-00-00-43	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Wyoming
	 	W.P. Sanitary Company, Inc. (aka Washington Park)	 	3/31/2009	 	27-71.0-97-03-PU-0	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Luzerne
	 	W.P. Water Company (aka Washington Park)	 	3/31/2009	 	35-D9S4-002-012	 	3009	 	68695
	 
	 	 	 	 	 	 	 	 	 	 
	Warren
	 	Thomas E. Eaton; James A. Eaton and Clarendon Water Company	 	4/29/2009	 	WN-008-6497	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Warren
	 	Thomas E. Eaton; James A. Eaton and Clarendon Water Company	 	4/29/2009	 	WN-868-8355	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Warren
	 	Thomas E. Eaton; James A. Eaton and Clarendon Water Company	 	4/29/2009	 	WN-868-6798	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Warren
	 	Thomas E. Eaton; James A. Eaton and Clarendon Water Company	 	4/29/2009	 	WN-868-9113	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Warren
	 	Thomas E. Eaton; James A. Eaton and Clarendon Water Company	 	4/29/2009	 	WN-869-4421	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Snyder
	 	Kratzerville Municipal Authority	 	5/28/2009	 	08-01-075	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Snyder
	 	Kratzerville Municipal Authority	 	5/28/2009	 	08-02-048	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Snyder
	 	Kratzerville Municipal Authority	 	5/28/2009	 	08-01-082	 	 	 	 





 


C-1