Common use of FORM OF BOND Clause in Contracts

FORM OF BOND. The text of the registered Series R Bonds and of the authentication certificate of the Trustee upon said Bonds shall be, respectively, substantially as follows: FORM OF REGISTERED SERIES R BOND WITHOUT COUPONS [THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OTHERWISE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF SAID SECURITIES ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.] THIS BOND HAS BEEN ISSUED PURSUANT TO AND SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT WITH THE COMPANY DATED AS OF AUGUST 1, 2005, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. No. RR-__ $__________ ARTESIAN WATER COMPANY, INC. FIRST MORTGAGE BONDS, SERIES R, 5.96% Due December 31, 2028 ARTESIAN WATER COMPANY, INC., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "COMPANY", which term shall include any successor corporation as defined in the Original Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________________________ or registered assigns, on December 31, 2028 (the "MATURITY DATE"), the sum of _____________Dollars in coin or currency of the United States of America that at the time of payment is legal tender for the payment of public and private debts, and to pay in like coin or currency interest thereon to the registered owner hereof, from the date hereof, at a rate equal to 5.96% per annum, payable on the first Business Day of October, January, April, and July of each year, beginning with the first Business Day of October, 2005, and on the Maturity Date, until the Company's obligation with respect to the payment of such principal, premium (if any) and interest shall be

FORM OF BOND. The text of the registered Bonds of Series R Bonds P and of the authentication certificate of the Trustee upon said Bonds shall be, respectively, substantially as follows: FORM OF REGISTERED BOND OF SERIES R BOND P WITHOUT COUPONS [THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OTHERWISE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF SAID SECURITIES ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.] THIS BOND HAS BEEN ISSUED PURSUANT TO AND SUBJECT TO THE TERMS AND CONDITIONS CONDITION OF AN AGREEMENT WITH THE COMPANY DATED AS OF AUGUST 1JANUARY 31, 20052003, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. No. RR-PR________ $__________ ARTESIAN WATER COMPANY, INC. FIRST MORTGAGE BONDS, SERIES RP, 5.966.58% Due December January 31, 2028 2018 ARTESIAN WATER COMPANY, INC., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "COMPANYCompany", which term shall include any successor corporation as defined in the Original Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________________________ or registered assigns, on December January 31, 2028 2018 (the "MATURITY DATEMaturity Date"), the sum of _____________Dollars in coin or currency of the United States of America that at the time of payment is legal tender for the payment of public and private debts, and to pay in like coin or currency interest thereon to the registered owner hereof, from the date hereof, at a rate equal to 5.966.58% per annum, payable on the first Business Day of October, January, April, July and July October of each year, beginning with the first Business Day of OctoberApril, 20052003, and on the Maturity Date, until the Company's obligation with respect to the payment of such principal, premium (if any) and interest shall bebe discharged. Overdue payments of principal, premium (if any) and interest shall bear interest as provided in the Sixteenth Supplemental Indenture hereinafter mentioned. Unless otherwise agreed to in writing by the Company and the holders of the Bonds of Series P hereinafter mentioned, payments of principal, premium (if any) and interest are to be made by wire transfer of immediately available funds for the advice and credit to CoBank to ABA No. 00000000-4, reference: CoBank for the benefit of Artesian Water Company, Inc. (or to such other account as CoBank may direct). This bond is one of an authorized issue of bonds of the Company known as its First Mortgage Bonds (herein called the "Bonds"), not limited in aggregate principal amount except as provided in the Original Indenture hereinafter mentioned, all issued and to be issued in one or more series under and equally secured by an Indenture of Mortgage dated as of July 1, 1961 (herein called the "Original Indenture"), executed by Artesian Resources Corporation (then named Artesian Water Company), a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Corporation") and by Wilmington Trust Company, as trustee (herein called the "Trustee"). The Original Indenture has heretofore been supplemented by fifteen supplemental indentures, including an eighth supplemental indenture dated as of July 1, 1984, pursuant to which the Company assumed all of the obligations of the Corporation under the Original Indenture, and by a sixteenth supplemental indenture dated as of January 31, 2003 (hereinafter called the "Sixteenth Supplemental Indenture"). Reference is hereby made to the Original Indenture as so supplemented for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the Bonds are and are to be issued and secured and the rights of the holders or registered owners thereof and of the Trustee in respect of such security. As provided in the Original Indenture, the Bonds may be issued in one or more series for various principal sums, may bear different dates and mature at different times, may bear interest at different rates and may otherwise vary as provided or permitted in the Original Indenture, as supplemented. This Bond is one of the Bonds described in the Sixteenth Supplemental Indenture and designated therein as "First Mortgage Bonds, Series P, 6.58%" (hereinafter called the "Bonds of Series P"). To the extent permitted by, and as provided in, the Original Indenture or any indenture supplemental thereto, modifications or alterations of the Original Indenture, or of an indenture supplemental thereto, and of the rights and obligations of the Company and of the rights of the holders of the Bonds issued and to be issued thereunder, may be made with the consent of the Company by an affirmative vote of the holders of not less than sixty-six and two-thirds per cent (66 2/3%) in aggregate principal amount of the Bonds then outstanding under the Original Indenture and entitled to vote and affected by such modification or alteration, at a meeting of bondholders called and held as provided in the Original Indenture, and, in case one or more but less than all of the series of the Bonds then outstanding under the Original Indenture and entitled to vote would be affected by the modification or alteration differently from or without affecting the Bonds of any of the other series, by an affirmative vote of the holders of not less than sixty-six and two-thirds per cent (66 2/3%) in aggregate principal amount of the Bonds of each series so affected, or in either case by the written consent of the holders of such percentages of Bonds; provided, however, that no such modification or alteration may be made that would extend the maturity of, or reduce the principal amount of, or reduce the rate of, or extend the time of payment of interest on, or reduce any premium payable upon any redemption of, this Bond, or modify the terms of payment of principal or interest, or reduce the percentage required for the taking of any such action, without the express consent of the holder hereof. No reference herein to the Original Indenture or to any indenture supplemental thereto and no provision of this Bond or of the Original Indenture or of any indenture supplemental thereto shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium (if any) and interest on this Bond at the time and place and at the rate and in the coin or currency herein prescribed. The Bonds of Series P shall be redeemable as provided in the Original Indenture and the Sixteenth Supplemental Indenture. The principal of the Bonds of Series P may be declared or may become due prior to the Maturity Date, in the manner and with the effect and subject to the conditions provided in the Original Indenture and the Sixteenth Supplemental Indenture. This Bond is transferable by the registered owner hereof, in person or by duly authorized attorney, on books of the Company to be kept for that purpose at the principal office of the Trustee in the City of Wilmington, Delaware, or, if there be a successor trustee, at its principal office, upon surrender hereof at such office for cancellation and upon presentation of a written instrument of transfer duly executed, and thereupon the Company shall issue in the name of the transferee or transferees, and the Trustee shall authenticate and deliver, a new registered Bond or Bonds of Series P, in an authorized denomination or denominations, of a like aggregate principal amount; and the registered owner of any registered Bond or Bonds of Series P may surrender the same as aforesaid at said office in exchange for a like aggregate principal amount of Bonds of like form of other authorized denominations, all upon payment of the charges and subject to the terms and conditions specified in the Original Indenture. The Company and the Trustee may deem and treat the person in whose name this Bond shall at the time be registered on the books of the Company as the absolute owner hereof for all purposes whatsoever (except as otherwise provided in Article XIV of the Original Indenture with respect to bondholders' meetings and consents); and payment of or on account of the principal of, premium (if any) and interest on this Bond shall be made only to or upon the order in writing of such registered owner hereof; and all such payments shall be valid and effectual to satisfy and discharge the liability upon this Bond to the extent of the sum or sums so paid. No recourse under or upon any obligation, covenant or agreement contained in the Original Indenture or in any indenture supplemental thereto, or in any Bond thereby secured, or because of any indebtedness thereby secured, shall be had against any incorporator or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the Company or any successor corporation under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise; it being expressly agreed and understood that the Original Indenture, any indenture supplemental thereto and the obligations thereby secured, are solely corporate obligations, and that no personal liability whatever shall attach to, or be incurred by, any incorporators, stockholders, officers or directors, as such, of the Company or any successor corporation or any of them, because of the incurring of the indebtedness thereby authorized, or under or by reason of any of the obligations, covenants or agreements, expressed or implied, contained in the Original Indenture or in any indenture supplemental thereto or in any of the Bonds thereby secured. This Bond shall not be entitled to any benefit under the Original Indenture or any indenture supplemental thereto, and shall not become valid or obligatory for any purpose until Wilmington Trust Company, as Trustee under the Indenture, or a successor trustee thereunder, shall have signed the form of authentication certificate endorsed hereon. (Signatures follow on next page.)

FORM OF BOND. The text of the registered Series R S Bonds and of the authentication certificate of the Trustee upon said Bonds shall be, respectively, substantially as follows: FORM OF REGISTERED SERIES R S BOND WITHOUT COUPONS [THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OTHERWISE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF SAID SECURITIES ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.] . THIS BOND HAS BEEN ISSUED PURSUANT TO AND SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT WITH THE COMPANY DATED AS OF AUGUST DECEMBER 1, 20052008, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. No. RR-SR-__ $__________ ARTESIAN WATER COMPANY, INC. FIRST MORTGAGE BONDS, SERIES R, 5.96% S Due December 31, 2028 2033 ARTESIAN WATER COMPANY, INC., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "COMPANY"“Company”, which term shall include any successor corporation as defined in the Original Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________________________ or registered assigns, on December 31the first business day of January, 2028 (April, July and October in each year, beginning with the "MATURITY DATE")first Business Day of January, 2009, the sum of _____________Dollars One Hundred Fifty Thousand Dollars, and on December 31, 2033 (the “Maturity Date”), all then outstanding principal, in each case in coin or currency of the United States of America that at the time of payment is legal tender for the payment of public and private debts, and to pay in like coin or currency interest thereon to the registered owner hereof, from the date hereof, at a rate equal to 5.966.73% per annum, through and including, March 1, 2016, and thereafter at such rate(s) and for such period(s) as provided in the Twentieth Supplemental Indenture hereinafter mentioned, such interest payable on the first Business Day of October, January, April, July and July October of each year, beginning with the first Business Day of OctoberJanuary, 20052009, and on the Maturity Date, until the Company's ’s obligation with respect to the payment of such principal, premium (if any) and interest shall bebe discharged. Overdue payments of principal, premium (if any) and interest shall bear interest as provided in the Twentieth Supplemental Indenture hereinafter mentioned. Unless otherwise agreed to in writing by the Company and the holders of the Series S Bonds hereinafter mentioned, payments of principal, premium (if any) and interest are to be made by wire transfer of immediately available funds for the advice and credit to CoBank to ABA No. 30000000-4, reference: CoBank for the benefit of Artesian Water Company, Inc. (or to such other account as CoBank may direct). This bond is one of an authorized issue of bonds of the Company known as its First Mortgage Bonds (herein called the “Bonds”), not limited in aggregate principal amount except as provided in the Original Indenture hereinafter mentioned, all issued and to be issued in one or more series under and equally secured by an Indenture of Mortgage dated as of July 1, 1961 (herein called the “Original Indenture”), executed by Artesian Resources Corporation (then named Artesian Water Company), a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Corporation”) and by Wilmington Trust Company, as trustee (herein called the “Trustee”). The Original Indenture has heretofore been supplemented by eighteen supplemental indentures, including an Eighth Supplemental Indenture dated as of July 1, 1984, pursuant to which the Company assumed all of the obligations of the Corporation under the Original Indenture, and by a Twentieth Supplemental Indenture dated as of December 1, 2008 (hereinafter called the “Twentieth Supplemental Indenture”). Reference is hereby made to the Original Indenture as so supplemented for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the Bonds are and are to be issued and secured and the rights of the holders or registered owners thereof and of the Trustee in respect of such security. As provided in the Original Indenture, the Bonds may be issued in one or more series for various principal sums, may bear different dates and mature at different times, may bear interest at different rates and may otherwise vary as provided or permitted in the Original Indenture, as supplemented. This Bond is one of the Bonds described in the Twentieth Supplemental Indenture and designated therein as “First Mortgage Bonds, Series S” (hereinafter called the “Series S Bonds”). To the extent permitted by, and as provided in, the Original Indenture or any indenture supplemental thereto, modifications or alterations of the Original Indenture, or of an indenture supplemental thereto, and of the rights and obligations of the Company and of the rights of the holders of the Bonds issued and to be issued thereunder, may be made with the consent of the Company by an affirmative vote of the holders of not less than sixty-six and two-thirds per cent (66 2/3%) in aggregate principal amount of the Bonds then outstanding under the Original Indenture and entitled to vote and affected by such modification or alteration, at a meeting of bondholders called and held as provided in the Original Indenture, and, in case one or more but less than all of the series of the Bonds then outstanding under the Original Indenture and entitled to vote would be affected by the modification or alteration differently from or without affecting the Bonds of any of the other series, by an affirmative vote of the holders of not less than sixty-six and two-thirds per cent (66 2/3%) in aggregate principal amount of the Bonds of each series so affected, or in either case by the written consent of the holders of such percentages of Bonds; provided, however, that no such modification or alteration may be made that would extend the maturity of, or reduce the principal amount of, or reduce the rate of, or extend the time of payment of interest on, or reduce any premium payable upon any redemption of, this Bond, or modify the terms of payment of principal or interest, or reduce the percentage required for the taking of any such action, without the express consent of the holder hereof. No reference herein to the Original Indenture or to any indenture supplemental thereto and no provision of this Bond or of the Original Indenture or of any indenture supplemental thereto shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium (if any) and interest on this Bond at the time and place and at the rate and in the coin or currency herein prescribed. The Series S Bonds shall be redeemable as provided in the Original Indenture and the Twentieth Supplemental Indenture. The principal of the Series S Bonds may be declared or may become due prior to the Maturity Date, in the manner and with the effect and subject to the conditions provided in the Original Indenture and the Twentieth Supplemental Indenture. This Bond is transferable by the registered owner hereof, in person or by duly authorized attorney, on books of the Company to be kept for that purpose at the principal office of the Trustee in the City of Wilmington, Delaware, or, if there be a successor trustee, at its principal office, upon surrender hereof at such office for cancellation and upon presentation of a written instrument of transfer duly executed, and thereupon the Company shall issue in the name of the transferee or transferees, and the Trustee shall authenticate and deliver, a new registered Bond or Series S Bonds, in an authorized denomination or denominations, of a like aggregate principal amount; and the registered owner of any registered Series S Bonds may surrender the same as aforesaid at said office in exchange for a like aggregate principal amount of Bonds of like form of other authorized denominations, all upon payment of the charges and subject to the terms and conditions specified in the Original Indenture. The Company and the Trustee may deem and treat the person in whose name this Bond shall at the time be registered on the books of the Company as the absolute owner hereof for all purposes whatsoever (except as otherwise provided in Article XIV of the Original Indenture with respect to bondholders’ meetings and consents); and payment of or on account of the principal of, premium (if any) and interest on this Bond shall be made only to or upon the order in writing of such registered owner hereof; and all such payments shall be valid and effectual to satisfy and discharge the liability upon this Bond to the extent of the sum or sums so paid. No recourse under or upon any obligation, covenant or agreement contained in the Original Indenture or in any indenture supplemental thereto, or in any Bond thereby secured, or because of any indebtedness thereby secured, shall be had against any incorporator or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the Company or any successor corporation under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise; it being expressly agreed and understood that the Original Indenture, any indenture supplemental thereto and the obligations thereby secured, are solely corporate obligations, and that no personal liability whatever shall attach to, or be incurred by, any incorporators, stockholders, officers or directors, as such, of the Company or any successor corporation or any of them, because of the incurring of the indebtedness thereby authorized, or under or by reason of any of the obligations, covenants or agreements, expressed or implied, contained in the Original Indenture or in any indenture supplemental thereto or in any of the Bonds thereby secured. This Bond shall not be entitled to any benefit under the Original Indenture or any indenture supplemental thereto, and shall not become valid or obligatory for any purpose until Wilmington Trust Company, as Trustee under the Indenture, or a successor trustee thereunder, shall have signed the form of authentication certificate endorsed hereon.

FORM OF BOND. The text of the registered Bonds of Series R Bonds O and of the authentication certificate of the Trustee upon said Bonds shall be, respectively, substantially as follows: FORM OF REGISTERED BOND OF SERIES R BOND O WITHOUT COUPONS [THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OTHERWISE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF SAID SECURITIES ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.] THIS BOND HAS BEEN ISSUED PURSUANT TO AND SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT WITH THE COMPANY DATED AS OF AUGUST 1, 2005, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. No. RR-OR___ $__________ ARTESIAN WATER COMPANY, INC. FIRST MORTGAGE BONDS, SERIES RO, 5.968.17% Due December 31DUE DECEMBER 29, 2028 2020 ARTESIAN WATER COMPANY, INC., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "COMPANY", ," which term shall include any successor corporation as defined in the Original Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________________________ or registered assigns, on December 31the twenty-ninth day of December, 2028 (the "MATURITY DATE")2020, the sum of _____________. Dollars in coin or currency of the United States of America that at the time of payment is legal tender for the payment of public and private debts, and to pay in like coin or currency interest thereon to the registered owner hereof, from the date hereof, at the rate of eight and seventeen-hundredths percent (8.17%) per annum (computed on the basis of a rate equal to 5.96% per annum360-day year of twelve 30-day months), monthly, on the twenty-ninth day of each month in each year beginning January 29, 2001 (PROVIDED that the monthly payment for any February having only twenty-eight days shall be payable on the first Business Day twenty-eighth day of October, January, April, and July of each year, beginning with the first Business Day of October, 2005, and on the Maturity Datesuch month), until the Company's obligation with respect to the payment of such principal shall be discharged. Overdue installments of principal or interest shall bear interest at the rate of nine and seventeen-hundredths percent (9.17%) per annum. Unless otherwise agreed to in writing by the Company and the holders of the Bonds of Series O, payments of principal, premium (if any) and interest are to be made at the principal office of the Trustee in the City of Wilmington, Delaware, or, if there be a successor trustee, at its principal office. This bond is one of an authorized issue of bonds of the Company known as its First Mortgage Bonds (herein called the "BONDS"), not limited in aggregate principal amount except as provided in the Indenture hereinafter mentioned, all issued and to be issued in one or more series under and equally secured by an Indenture of Mortgage (herein called the "INDENTURE"), dated as of July 1, 1961, executed by Artesian Resources Corporation (then named Artesian Water Company), a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "CORPORATION") and by Wilmington Trust Company, as trustee (herein called the "TRUSTEE"). The indenture has heretofore been supplemented by fifteen supplemental indentures, including an Eighth Supplemental Indenture dated as of July 1, 1984, pursuant to which the Company assumed all of the obligations of the Corporation under the Indenture and by a Fifteenth Supplemental Indenture dated as of December 1, 2000 (hereinafter called the "FIFTEENTH SUPPLEMENTAL INDENTURE"). Reference is hereby made to such Indenture as so supplemented for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the Bonds are and are to be issued and secured and the rights of the holders or registered owners thereof and of the Trustee in respect of such security. As provided in the Indenture, said Bonds may be issued in one or more series for various principal sums, may bear different dates and mature at different times, may bear interest at different rates and may otherwise vary as in the Indenture provided or permitted. This bond is one of the bonds described in the Fifteenth Supplemental Indenture and designated therein as "FIRST MORTGAGE BONDS, SERIES O, 8.17%" (hereinafter called the "BONDS OF SERIES O"). To the extent permitted by, and as provided in, the Indenture, modifications or alterations of the Indenture, or of an indenture supplemental thereto, and of the rights and obligations of the Company and of the rights of the holders of the Bonds and coupons issued and to be issued hereunder, may be made with the consent of the Company by an affirmative vote of the holders of not less than sixty-six, and two-thirds percent (66-2/3%) in principal amount of the Bonds then outstanding under the Indenture and entitled to vote and affected by such modification or alteration, at a meeting of bondholders called and held as provided in the Indenture, and, in case one or more but less then all of the series of the Bonds then outstanding under the Indenture and entitled to vote would be affected by the modification or alteration differently from or without affecting the Bonds of any of the other series, by an affirmative vote of the holders of not less than sixty-six and two-thirds percent (66 2/3%) in principal amount of the Bonds of each series so affected, or in either case by the written consent of the holders of such percentages of Bonds; PROVIDED, HOWEVER, that no such modification or alteration may be made that would extend the maturity of, or reduce the principal amount of, or reduce the rate of, or extend the time of payment of interest on, or reduce any premium payable upon any redemption of, this bond, or modify the terms of payment of principal or interest, or reduce the percentage required for the taking of any such action, without the express consent of the holder hereof. No reference herein to the Indenture or to any indenture supplemental thereto and no provision of this bond or of the Indenture or of any indenture supplemental thereto shall bealter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium (if any) and interest on this bond at the time and place and at the rate and in the coin or currency herein prescribed. The Company may, at its option, upon notice as provided below, redeem at any time all, or from time to time any part of, the Bonds of Series O, in an amount not less than 5% of the aggregate principal amount of the Bonds of Series O then outstanding in the case of a partial redemption, at a redemption price equal to the principal amount thereof to be redeemed, plus the interest accrued thereon to the date fixed for redemption, plus a premium equal to the Make-Whole Amount determined for the redemption date with respect to such principal amount. The Company will furnish to the Trustee and to each holder of the Bonds of Series O written notice of each such optional redemption not less than 30 days and not more than 60 days prior to the date fixed for redemption. Each such notice shall specify such date, the aggregate principal amount of the Bonds of Series O to be redeemed on such date, the principal amount of each of the Bonds of Series O held by such holder to be redeemed on such date (determined in accordance with Section 1.2 of the Fifteenth Supplemental Indenture) and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of redemption), setting forth the details of such computation. Two Business Days prior to such redemption, the Company shall deliver to each holder of the Bonds of Series O), a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the date of redemption.

FORM OF BOND. The text of the registered Series R Bonds and of the authentication certificate of the Trustee upon said Bonds shall be, respectively, substantially as follows: FORM OF REGISTERED SERIES R BOND WITHOUT COUPONS [THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OTHERWISE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF SAID SECURITIES ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.] THIS BOND HAS BEEN ISSUED PURSUANT TO AND SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT WITH THE COMPANY DATED AS OF AUGUST 1, 2005, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. No. RR-__ $__________ ARTESIAN WATER COMPANY, INC. FIRST MORTGAGE BONDS, SERIES R, 5.96% Due December 31, 2028 ARTESIAN WATER COMPANY, INC., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "COMPANY", which term shall include any successor corporation as defined in the Original Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________________________ or registered assigns, on December 31, 2028 (the "MATURITY DATE"), the sum of _____________Dollars in coin or currency of the United States of America that at the time of payment is legal tender for the payment of public and private debts, and to pay in like coin or currency interest thereon to the registered owner hereof, from the date hereof, at a rate equal to 5.96% per annum, payable on the first Business Day of October, January, April, and July of each year, beginning with the first Business Day of October, 2005, and on the Maturity Date, until the Company's obligation with respect to the payment of such principal, premium (if any) and interest shall bebe discharged. Overdue payments of principal, premium (if any) and interest shall bear interest as provided in the Eighteenth Supplemental Indenture hereinafter mentioned. Unless otherwise agreed to in writing by the Company and the holders of the Series R Bonds hereinafter mentioned, payments of principal, premium (if any) and interest are to be made by wire transfer of immediately available funds for the advice and credit to CoBank to ABA No. 00000000-4, reference: CoBank for the benefit of Artesian Water Company, Inc. (or to such other account as CoBank may direct). This bond is one of an authorized issue of bonds of the Company known as its First Mortgage Bonds (herein called the "BONDS"), not limited in aggregate principal amount except as provided in the Original Indenture hereinafter mentioned, all issued and to be issued in one or more series under and equally secured by an Indenture of Mortgage dated as of July 1, 1961 (herein called the "ORIGINAL INDENTURE"), executed by Artesian Resources Corporation (then named Artesian Water Company), a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "CORPORATION") and by Wilmington Trust Company, as trustee (herein called the "TRUSTEE"). The Original Indenture has heretofore been supplemented by seventeen supplemental indentures, including an Eighth Supplemental Indenture dated as of July 1, 1984, pursuant to which the Company assumed all of the obligations of the Corporation under the Original Indenture, and by an Eighteenth Supplemental Indenture dated as of August 1, 2005 (hereinafter called the "EIGHTEENTH SUPPLEMENTAL INDENTURE"). Reference is hereby made to the Original Indenture as so supplemented for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the Bonds are and are to be issued and secured and the rights of the holders or registered owners thereof and of the Trustee in respect of such security. As provided in the Original Indenture, the Bonds may be issued in one or more series for various principal sums, may bear different dates and mature at different times, may bear interest at different rates and may otherwise vary as provided or permitted in the Original Indenture, as supplemented. This Bond is one of the Bonds described in the Eighteenth Supplemental Indenture and designated therein as "First Mortgage Bonds, Series R, 5.96%" (hereinafter called the "SERIES R BONDS"). To the extent permitted by, and as provided in, the Original Indenture or any indenture supplemental thereto, modifications or alterations of the Original Indenture, or of an indenture supplemental thereto, and of the rights and obligations of the Company and of the rights of the holders of the Bonds issued and to be issued thereunder, may be made with the consent of the Company by an affirmative vote of the holders of not less than sixty-six and two-thirds per cent (66 2/3%) in aggregate principal amount of the Bonds then outstanding under the Original Indenture and entitled to vote and affected by such modification or alteration, at a meeting of bondholders called and held as provided in the Original Indenture, and, in case one or more but less than all of the series of the Bonds then outstanding under the Original Indenture and entitled to vote would be affected by the modification or alteration differently from or without affecting the Bonds of any of the other series, by an affirmative vote of the holders of not less than sixty-six and two-thirds per cent (66 2/3%) in aggregate principal amount of the Bonds of each series so affected, or in either case by the written consent of the holders of such percentages of Bonds; provided, however, that no such modification or alteration may be made that would extend the maturity of, or reduce the principal amount of, or reduce the rate of, or extend the time of payment of interest on, or reduce any premium payable upon any redemption of, this Bond, or modify the terms of payment of principal or interest, or reduce the percentage required for the taking of any such action, without the express consent of the holder hereof. No reference herein to the Original Indenture or to any indenture supplemental thereto and no provision of this Bond or of the Original Indenture or of any indenture supplemental thereto shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium (if any) and interest on this Bond at the time and place and at the rate and in the coin or currency herein prescribed. The Series R Bonds shall be redeemable as provided in the Original Indenture and the Eighteenth Supplemental Indenture. The principal of the Series R Bonds may be declared or may become due prior to the Maturity Date, in the manner and with the effect and subject to the conditions provided in the Original Indenture and the Eighteenth Supplemental Indenture. This Bond is transferable by the registered owner hereof, in person or by duly authorized attorney, on books of the Company to be kept for that purpose at the principal office of the Trustee in the City of Wilmington, Delaware, or, if there be a successor trustee, at its principal office, upon surrender hereof at such office for cancellation and upon presentation of a written instrument of transfer duly executed, and thereupon the Company shall issue in the name of the transferee or transferees, and the Trustee shall authenticate and deliver, a new registered Bond or Series R Bonds, in an authorized denomination or denominations, of a like aggregate principal amount; and the registered owner of any registered Series R Bonds may surrender the same as aforesaid at said office in exchange for a like aggregate principal amount of Bonds of like form of other authorized denominations, all upon payment of the charges and subject to the terms and conditions specified in the Original Indenture. The Company and the Trustee may deem and treat the person in whose name this Bond shall at the time be registered on the books of the Company as the absolute owner hereof for all purposes whatsoever (except as otherwise provided in Article XIV of the Original Indenture with respect to bondholders' meetings and consents); and payment of or on account of the principal of, premium (if any) and interest on this Bond shall be made only to or upon the order in writing of such registered owner hereof; and all such payments shall be valid and effectual to satisfy and discharge the liability upon this Bond to the extent of the sum or sums so paid. No recourse under or upon any obligation, covenant or agreement contained in the Original Indenture or in any indenture supplemental thereto, or in any Bond thereby secured, or because of any indebtedness thereby secured, shall be had against any incorporator or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the Company or any successor corporation under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise; it being expressly agreed and understood that the Original Indenture, any indenture supplemental thereto and the obligations thereby secured, are solely corporate obligations, and that no personal liability whatever shall attach to, or be incurred by, any incorporators, stockholders, officers or directors, as such, of the Company or any successor corporation or any of them, because of the incurring of the indebtedness thereby authorized, or under or by reason of any of the obligations, covenants or agreements, expressed or implied, contained in the Original Indenture or in any indenture supplemental thereto or in any of the Bonds thereby secured. This Bond shall not be entitled to any benefit under the Original Indenture or any indenture supplemental thereto, and shall not become valid or obligatory for any purpose until Wilmington Trust Company, as Trustee under the Indenture, or a successor trustee thereunder, shall have signed the form of authentication certificate endorsed hereon.