EX-4.3



 Exhibit 4.3 

EXPLANATORY NOTE TO THIS EXHIBIT 
 This
Note is substantially identical in all material respects to other Notes that are otherwise required to be filed as exhibits, except as to the registered payee of such Note, the identifying number of such Note, and the principal amount of such Note.
In accordance with instruction no. 2 to Item 601 of Regulation S-K, the registrant has filed a copy of only one of such Notes, with a schedule identifying the other Notes omitted and setting forth the material
details in which such Notes differ from the Note that was filed. The registrant acknowledges that the Securities and Exchange Commission may at any time in its discretion require filing of copies of any Notes so omitted. 

 
  

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE
AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. 

NORTHERN UTILITIES, INC. 

4.32% SENIOR NOTE, SERIES 2017B, DUE NOVEMBER 1, 2047

  

			
	No. RB-1	  	November 1, 2017
	$10,000,000	  	PPN 665876 C#3

 FOR VALUE RECEIVED, the undersigned, Northern Utilities, Inc.
(herein called the “Company”), a corporation organized and existing under the laws of the State of New Hampshire, hereby promises to pay to THE CANADA LIFE INSURANCE
COMPANY OF CANADA, or registered assigns, the principal sum of TEN MILLION DOLLARS (or so much thereof as shall not have been prepaid) on November 1, 2047
(the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate
of 4.32% per annum from the date hereof, payable semiannually, on the 1st day of May and November in each year, commencing with the May 1 or November 1 next succeeding the date hereof, and on the Maturity Date, until the principal hereof
shall have become due and payable, and (b) without duplication with clause (a) above, to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any
overdue payment of any Make-Whole Amount, at a rate per annum from time to time 







 
equal to the greater of (i) 6.32% or (ii) 2% over the rate of interest publicly announced by Bank of America, N.A. from time to time in Charlotte, North Carolina as its “base” or
“prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). 
 Payments of
principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of the Company in Hampton, New Hampshire, or at such other place as the Company
shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. 
 This
Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to, and subject to, the Note Purchase Agreement, dated as of July 14, 2017 (as from time to time amended, the “Note Purchase
Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality
provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the
respective meanings ascribed to such terms in the Note Purchase Agreement. 
 This Note is a registered Note and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a
like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 
 This Note is subject
to optional prepayment in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. 

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner,
at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. 

  
 - 2 - 








 This Note shall be construed and enforced in accordance with, and the rights of the Company and
the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the
application of the laws of a jurisdiction other than such State. 
  

			
	NORTHERN UTILITIES, INC.
		
	By	 	/s/ David L. Chong
		 	Name: David L. Chong
		 	Title: Treasurer



  
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 SCHEDULE 

Omitted Notes 
 Northern Utilities,
Inc. 
 $30,000,000 4.32% Senior Notes, Series 2017B, due November 1, 2047 

 

							
	 NAME OF REGISTERED
PAYEE
	  	IDENTIFYING
NUMBER	  	PRINCIPAL
AMOUNT	 
	 THRIVENT FINANCIAL FOR
LUTHERANS
	  	RB-2	  	$	1,000,000	 
	 CHIMEFISH & Co as nominee for American Equity Investment Life Insurance
Company
	  	RB-3	  	$	2,000,000	 
	 METROPOLITAN LIFE INSURANCE
COMPANY
	  	RB-4	  	$	4,300,000	 
	 METLIFE INSURANCE K.K.
	  	RB-5	  	$	2,100,000	 
	 METLIFE INSURANCE K.K.
	  	RB-6	  	$	600,000	 
	 MAC & CO as nominee for Pacific Life & Annuity
Company
	  	RB-7	  	$	5,000,000	 
	 MAC & CO as nominee for Pacific Life & Annuity
Company
	  	RB-8	  	$	1,000,000	 
	 MAC & CO as nominee for Pacific Life & Annuity
Company
	  	RB-9	  	$	1,000,000	 
	 TURNKEYS & CO as nominee for CMFG Life Insurance Company
	  	RB-10	  	$	1,000,000	 
	 COMPANION LIFE INSURANCE
COMPANY
	  	RB-11	  	$	2,000,000