0001552781-21-000227 Sample Contracts

Essential Utilities, Inc. $400,000,000 2.400% Senior Notes due 2031 Underwriting Agreement

Underwriting Agreement • April 19th, 2021 • Essential Utilities, Inc. • Water supply • New York

• Contract Type
  Underwriting Agreement
• Filed
  April 19th, 2021
• Company
  Essential Utilities, Inc.
• Industry
  Water supply
• Jurisdiction
  New York

Essential Utilities, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $400,000,000 principal amount of its 2.400% Senior Notes due 2031 (the “Securities”, and the offer and sale of the Securities hereunder being called the “Debt Offering”). The Securities will be issued pursuant to the base indenture, dated as of April 23, 2019, between the Company, as issuer, and U.S. Bank N.A., as trustee (the “Trustee”), as amended and supplemented by the first supplemental indenture thereto (the “Base Indenture”), and a related supplemental indenture, to be dated as of the Time of Delivery, between the Company and the “Trustee” (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Agreement, the Securities, the Base Indenture and the Supplemental Indenture are collective

ESSENTIAL UTILITIES, INC., (formerly known as Aqua America, Inc.) as Issuer, AND U.S. BANK N.A., as Trustee Fifth Supplemental Indenture Dated as of April 19, 2021 to Indenture Dated as of April 23, 2019 $400,000,000 2.400% Senior Notes due 2031

Supplemental Indenture • April 19th, 2021 • Essential Utilities, Inc. • Water supply • New York

• Contract Type
  Supplemental Indenture
• Filed
  April 19th, 2021
• Company
  Essential Utilities, Inc.
• Industry
  Water supply
• Jurisdiction
  New York

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