ppl-6302022_ex4a6






      #22005590v10   FIFTH SUPPLEMENTAL INDENTURE  April 9, 2020  between  THE NARRAGANSETT ELECTRIC COMPANY,  as Company  and  THE BANK OF NEW YORK MELLON,   acting through its London Branch,  as Trustee and Paying Agent  and  THE BANK OF NEW YORK MELLON,  as Securities Registrar    $600,000,000  3.395% Senior Notes due 2030    





 






#22005590v10   TABLE OF CONTENTS  Page  ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION .......1  Section 1.1 Definitions................................................................................................................1  Section 1.2 Conflict with Trust Indenture Act ............................................................................4  Section 1.3 Effect of Headings and Table of Contents ...............................................................4  Section 1.4 Successors and Assigns ............................................................................................5  Section 1.5 Separability Clause ..................................................................................................5  Section 1.6 Benefits of Fifth Supplemental Indenture ................................................................5  Section 1.7 Governing Law ........................................................................................................5  Section 1.8 Execution in Counterparts ........................................................................................5  Section 1.9 Recitals by the Company .........................................................................................5  Section 1.10 Ratification and Incorporation of Base Indenture ....................................................5  Section 1.11 Subsequent Amendments .........................................................................................6  ARTICLE II AMENDMENTS TO THE BASE INDENTURE......................................................6  Section 2.1 Certain Terms Defined .............................................................................................6  Section 2.2 Certificate of Authentication ....................................................................................6  Section 2.3 Compensation and Indemnification of Trustee and Its Prior Claim ........................7  Section 2.4 Addresses for Notices ..............................................................................................8  ARTICLE III DESIGNATED SECURITIES ..................................................................................8  Section 3.1 Creation of Designated Securities ............................................................................8  Section 3.2 Aggregate Principal Amount of Designated Securities ...........................................8  Section 3.3 Payment of Principal ................................................................................................9  Section 3.4 Interest and Interest Rate .........................................................................................9  Section 3.5 Taxation .................................................................................................................10  Section 3.6 Paying Agent ..........................................................................................................10  Section 3.7 Place of Payment....................................................................................................14  Section 3.8 Denominations .......................................................................................................14  Section 3.9 Form; Terms...........................................................................................................14  Section 3.10 Transfer and Exchange ..........................................................................................16  Exhibit A  Form of Designated Security ....................................................................................1  Exhibit B  Form of Certificate of Transfer ................................................................................1  Exhibit C  Form of Certificate of Exchange ..............................................................................1  





 






      1  #22005590v10   This Fifth Supplemental Indenture, dated as of April 9, 2020 (the “Fifth Supplemental  Indenture”), between The Narragansett Electric Company, a Rhode Island company (the  “Company”), and The Bank of New York Mellon, a New York banking corporation duly  organized and existing under the laws of the State of New York, acting through its London  Branch, as trustee (the “Trustee”) and paying agent (the “Paying Agent”), and The Bank of  New York Mellon, as registrar (the “Securities Registrar”).  Whereas:  (A) the Company has heretofore entered into an Indenture, dated as of March 22, 2010 (the  “Base Indenture”), a First Supplemental Indenture, dated as of March 22, 2010 (the “First  Supplemental Indenture”), a Second Supplemental Indenture, dated as of March 22, 2010  (the “Second Supplemental Indenture”), a Third Supplemental Indenture, dated as of  December 10, 2012 (the “Third Supplemental Indenture”), and a Fourth Supplemental  Indenture, dated as of July 27, 2018 (the “Fourth Supplemental Indenture”), with the  Trustee;  (B) the Company wishes to make certain changes to the Base Indenture as it relates to future  issuances (including the Securities to be created under this Fifth Supplemental Indenture),  and the Base Indenture, as supplemented by the First Supplemental Indenture, the Second  Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental  Indenture and this Fifth Supplemental Indenture, is herein called the “Indenture”;   (C) pursuant to Sections 3.1 and 10.1 of the Base Indenture, the Company proposes to create a  new series of Securities under the Indenture;  (D) the Company hereby resolves to issue the Designated Securities (as such term is defined in  Section 3.1 hereof) in an aggregate principal amount of $600,000,000 and with the terms  and conditions set forth in this Fifth Supplemental Indenture; and  (E) all things necessary to make this Fifth Supplemental Indenture a valid agreement of the  Company, in accordance with its terms, have been done;  Now, therefore, for and in consideration of the premises and the purchases of the Designated  Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and  proportionate benefit of all Holders of Designated Securities, as follows:  ARTICLE I  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  Section 1.1 Definitions  For all purposes of this Fifth Supplemental Indenture, except as otherwise expressly provided or  unless the context otherwise requires:  (a) the terms defined in this Article have the meanings assigned to them in this  Article and include the plural as well as the singular;  





 






      2  #22005590v10   (b) all other terms used herein which are defined in the Trust Indenture Act, either  directly or by reference therein, have the meanings assigned to them therein;  (c) unless the context otherwise requires, any reference to an “Article” or a  “Section” refers to an Article or a Section, as the case may be, of this Fifth  Supplemental Indenture;  (d) the words “herein”, “hereof” and “hereunder” and other words of similar import  refer to this Fifth Supplemental Indenture as a whole and not to any particular  Article, Section or other subdivision; and  (e) all terms used but not defined in this Fifth Supplemental Indenture, which are  defined in the Base Indenture, shall have the meanings assigned to them in the  Base Indenture.  “Additional Designated Securities” has the meaning ascribed in Section 3.2.  “Applicable Procedures” means, with respect to any transfer or exchange of or for  beneficial interests in any Global Security, the rules and procedures of the Depository,  Euroclear and/or Clearstream, Luxembourg that apply to such transfer or exchange.  “Business Day” means each day which is not a Legal Holiday.  “Clearstream, Luxembourg” means Clearstream Banking, Société Anonyme, and its  successors.  “Definitive Security” means a certificated Designated Security registered in the name of  the Holder thereof and issued in accordance with Section 3.10 hereof, substantially in the  form of Exhibit A hereto, except that such Designated Security shall not bear the Global  Security Legend and shall not have the “Schedule of Exchanges of Interests in the Global  Security” attached thereto.  “Depository” means The Depository Trust Company and its successors.   “Designated Securities” has the meaning ascribed in Section 3.1.  “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear System.  “Fifth Supplemental Indenture” means this instrument as originally executed or as it  may from time to time be supplemented or amended in accordance with the terms of the  Base Indenture.  “Global Security Legend” means the legend set forth in Section 3.10(f)(ii) hereof, which  is required to be placed on all Global Securities issued under this Fifth Supplemental  Indenture.  “Global Securities” means, individually and collectively, each of the Restricted Global  Securities and the Unrestricted Global Securities deposited with or on behalf of and  





 






      3  #22005590v10   registered in the name of the Depository or its nominee, substantially in the form of  Exhibit A hereto, and that bears the Global Security Legend and that has the “Schedule of  Exchanges of Interests in the Global Security” attached thereto, issued in accordance with  the Indenture.  “Indirect Participant” means a Person who holds a beneficial interest in a Global  Security through a Participant.  “Initial Designated Securities” has the meaning ascribed in Section 3.2.   “Interest Payment Date” has the meaning ascribed in Section 3.4(b).   “Issue Date” means April 9, 2020.  “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking  institutions are not required to be open in the State of New York.  “Non-U.S. Person” means a Person who is not a U.S. Person.  “Participant” means, with respect to the Depository, Euroclear or Clearstream,  Luxembourg, a Person who has an account with the Depository, Euroclear or  Clearstream, Luxembourg, respectively (and, with respect to DTC, shall include  Euroclear and Clearstream, Luxembourg, as Indirect Participant).  “Private Placement Legend” means the legend set forth in Section 3.10(f)(i) hereof.  “QIB” means a “qualified institutional buyer” as defined in Rule 144A.  “Regular Record Date” means, with respect to the applicable Interest Payment Date, the  close of business on the preceding March 25 and September 25, as the case may be.  “Regulation S” means Regulation S promulgated under the Securities Act.  “Regulation S Global Security” means a Regulation S Temporary Global Security or  Regulation S Permanent Global Security, as appropriate.  “Regulation S Permanent Global Security” means a permanent Global Security in the  form of Exhibit A hereto, bearing the Global Security Legend and the Private Placement  Legend and deposited with or on behalf of and registered in the name of the Depository  or its nominee, issued in a denomination equal to the outstanding principal amount of the  Regulation S Temporary Global Security upon expiration of the Restricted Period.  “Regulation S Temporary Global Security” means a temporary Global Security in the  form of Exhibit A hereto, bearing the Global Security Legend, the Private Placement  Legend and the Regulation S Temporary Global Security Legend and deposited with or  on behalf of and registered in the name of the Depository or its nominee, issued in a  denomination equal to the outstanding principal amount of the Designated Securities  initially sold in reliance on Rule 903.  





 






      4  #22005590v10   “Regulation S Temporary Global Security Legend” means the legend set forth in  Section 3.10(f)(iii) hereof.  “Restricted Definitive Security” means a Definitive Security bearing the Private  Placement Legend.  “Restricted Global Security” means a Global Security bearing the Private Placement  Legend.  “Restricted Period” means the 40-day distribution compliance period as defined in  Regulation S.  “Rule 144” means Rule 144 promulgated under the Securities Act.   “Rule 144A” means Rule 144A promulgated under the Securities Act.   “Rule 903” means Rule 903 promulgated under the Securities Act.   “Rule 904” means Rule 904 promulgated under the Securities Act.   “Stated Maturity” means April 9, 2030.  “Unrestricted Definitive Security” means one or more Definitive Securities that do not  bear and are not required to bear the Private Placement Legend.  “Unrestricted Global Security” means a permanent Global Security, substantially in the  form of Exhibit A hereto, that bears the Global Security Legend and that has the  “Schedule of Exchanges of Interests in the Global Security” attached thereto, and that is  deposited with or on behalf of and registered in the name of the Depository, representing  Global Securities that do not bear and are not required to bear the Private Placement  Legend.  “U.S. Person” means a U.S. person as defined in Rule 902(k) promulgated under the  Securities Act.  Section 1.2 Conflict with Trust Indenture Act  If and to the extent that any provision of this Fifth Supplemental Indenture limits, qualifies or  conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture  Act to be a part of and govern this Fifth Supplemental Indenture, the latter provision shall  control. If any provision of this Fifth Supplemental Indenture modifies or excludes any provision  of the Trust Indenture Act that may be so modified or excluded, the former provision shall  control.  Section 1.3 Effect of Headings and Table of Contents  The Article and Section headings herein and the Table of Contents are for convenience only and  shall not affect the construction hereof.  





 






      5  #22005590v10   Section 1.4 Successors and Assigns  All covenants and agreements in this Fifth Supplemental Indenture by the Company shall bind its  successors and assigns, whether so expressed or not.  Section 1.5 Separability Clause  In case any provision in this Fifth Supplemental Indenture shall be invalid, illegal or  unenforceable, the validity, legality and enforceability of the remaining provisions shall not in  any way be affected or impaired thereby.  Section 1.6 Benefits of Fifth Supplemental Indenture  Nothing in the Indenture or the Designated Securities, express or implied, shall give to any  Person, other than the parties hereto and their successors hereunder and the Holders of  Designated Securities, any benefit or any legal or equitable right, remedy or claim under the  Indenture.  Section 1.7 Governing Law  This Fifth Supplemental Indenture and the Designated Securities shall be governed by, and  construed in accordance with, the laws of the State of New York.  Section 1.8 Execution in Counterparts  This Fifth Supplemental Indenture may be executed in any number of counterparts, each of  which so executed shall be deemed to be an original, but all such counterparts shall together  constitute but one and the same instrument, and signature pages may be delivered by facsimile,  electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act  of 2000, Uniform Electronic Transaction Act, the New York Electronic Signatures and Records  Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or  other transmission method.  Section 1.9 Recitals by the Company  The recitals in this Fifth Supplemental Indenture are made by the Company only and not by the  Trustee, and all of the provisions contained in the Base Indenture in respect of the rights,  privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the  Designated Securities and of this Fifth Supplemental Indenture as fully and with like effect as if  set forth herein in full.  Section 1.10 Ratification and Incorporation of Base Indenture  As supplemented hereby, the Base Indenture is in all respects ratified and confirmed, and the  Base Indenture and this Fifth Supplemental Indenture shall be read, taken and construed as one  and the same instrument.  





 






      6  #22005590v10   Section 1.11 Subsequent Amendments  To the extent any provision of the Base Indenture is amended or modified by this Fifth  Supplemental Indenture, such amendment or modification shall supersede any amendment or  modification to such provision effected by the First Supplemental Indenture, the Second  Supplemental Indenture, the Third Supplemental Indenture or the Fourth Supplemental Indenture  in respect of any series of Securities issued under the Base Indenture on or after the date hereof.    ARTICLE II   AMENDMENTS TO THE BASE INDENTURE   Section 2.1 Certain Terms Defined  With respect to any series of Securities issued under the Base Indenture on or after the date  hereof, including the Designated Securities, Section 1.1 of the Base Indenture is hereby amended  in part to amend and restate the following definition in its entirety, which shall read as follows:   Section 1.1 Certain Terms Defined   “Corporate Trust Office” means the principal office of the Trustee at  which at any particular time its corporate trust business shall be administered,  which office, on the date of original execution of this Indenture, is located at The  Bank of New York Mellon, London Branch, One Canada Square, London E14  5AL, United Kingdom, Fax: +44-(0)20-7964- 2536, Attention: Corporate Trust  Administration with a copy to: The Bank of New York Mellon, 240 Greenwich  Street, Floor 7-E, New York, New York 10286, Attention: Corporate Trust  Administration or at any other time at such other address as the Trustee may  designate from time to time by notice to the parties hereto, or at the principal  corporate trust office of any successor trustee as to which such successor trustee  may notify the parties hereto in writing.  Section 2.2 Certificate of Authentication  With respect to any series of Securities issued under the Base Indenture on or after the date  hereof, including the Designated Securities, Section 3.5 of the Base Indenture is hereby amended  and restated in its entirety as follows:   Section 3.5 Certificate of Authentication    No Security shall be entitled to the benefits of this Indenture or be valid or  obligatory for any purpose, unless there appears on such Security a certificate of  authentication substantially in the form hereinbefore recited, executed by or on  behalf of the Trustee or an Authenticating Agent by manual or electronic  signature. Such certificate by or on behalf of the Trustee or an Authenticating  Agent upon any Security executed by the Company shall be conclusive evidence  





 






      7  #22005590v10   that the Security so authenticated has been duly authenticated and delivered  hereunder and that the Holder is entitled to the benefits of this Indenture.  Section 2.3 Compensation and Indemnification of Trustee and Its Prior Claim  With respect to any series of Securities issued under the Base Indenture on or after the date  hereof, including the Designated Securities, Section 7.6 of the Base Indenture is hereby amended  and restated in its entirety as follows:  Section 7.6 Compensation and Indemnification of Trustee and Its Prior Claim  The Company covenants and agrees to pay the Trustee (including in its  roles as Paying Agent and Securities Registrar, as applicable) from time to time,  and the Trustee shall be entitled to such compensation as the Company and the  Trustee may from time to time agree in writing for all services rendered by the  Trustee hereunder (which compensation shall not be limited by any provision of  law in regard to the compensation of a trustee of an express trust) and the  Company covenants and agrees to pay or reimburse the Trustee (and its counsel)  and each predecessor trustee upon its request for all reasonable and properly  incurred expenses, disbursements and advances incurred or made by or on behalf  of it in accordance with any of the provisions of this Indenture (including the  reasonable compensation and the expenses and disbursements of its counsel and  of all agents and other Persons not regularly in its employ) except any such  expense, disbursement or advance as shall be attributable to its negligence or bad  faith.  The Company also covenants to indemnify the Trustee (which for purposes  of this Section 7.6 shall be deemed to include the Paying Agent and Securities  Registrar, and which for purposes of this Section 7.6 shall be deemed to include  its directors, officers, employees and agents) and each predecessor trustee for, and  hold it harmless against, any loss, liability, damage, claims or expense, including  taxes (other than taxes measured by the income of the Trustee or otherwise  applicable to the Trustee for operations outside the scope of this Indenture)  incurred without negligence or bad faith on its part, arising out of or in connection  with the acceptance or administration of this Indenture or the trusts hereunder and  the performance of its duties hereunder, including the costs and expenses of  defending itself against or investigating any claim of liability in connection with  the exercise or performance of any of its powers or duties hereunder except to the  extent that any such loss, liability, damage, claims or expense shall be attributable  to the Trustee's negligence or bad faith.  The obligations of the Company under  this Section to compensate and indemnify the Trustee (including in its roles as  Paying Agent and Securities Registrar, as applicable), (and its counsel) and each  predecessor trustee and to pay or reimburse the Trustee and each predecessor  trustee for expenses, disbursements and advances shall constitute additional  obligations hereunder until the Maturity of all Securities issued under this  Indenture and shall survive the resignation or removal of the Trustee or any  termination of the Indenture under any bankruptcy law. Whenever the Trustee  renders services under Sections 6.1(d) and (e) hereof the parties hereto  acknowledge that those services are intended to constitute expenses of  





 






      8  #22005590v10   administration under any bankruptcy law. Such additional obligations shall be  secured by a Lien prior to that of the Securities upon all property and funds held  or collected by the Trustee as such, except funds held in trust for the benefit of the  Holders of particular Securities.  Section 2.4 Addresses for Notices  With respect to any series of Securities issued under the Base Indenture on or after the date  hereof, including the Designated Securities, Section 13.5 of the Base Indenture is hereby  amended and restated in part to amend and restate the first paragraph in its entirety, which shall  read as follows:   Section 13.5 Address for Notices    Any notice or demand which by any provision of this Indenture is required  or permitted to be given or delivered by the Trustee or by the Holders of  Securities of any series on the Company may be given or served by registered  mail or facsimile addressed (until another address is filed by the Company with  the Trustee) as follows: The Narragansett Electric Company, 280 Melrose Street,  Providence, Rhode Island 02907, United States of America, Attention: Treasurer,  with a copy to Linklaters LLP, 1345 Avenue of the Americas, New York, New  York 10105, Fax No.:+1 (212) 903-9100; Attention: Jeffrey Cohen, Email (which  shall not constitute notice): jeffrey.cohen@linklaters.com.  Any notice, direction,  request or demand by the Company or any Holders of Securities of any series to  or upon the Trustee shall be deemed to have been sufficiently given or made, for  all purposes, if received at the Corporate Trust Office of such Trustee.    ARTICLE III  DESIGNATED SECURITIES  Section 3.1 Creation of Designated Securities  There is hereby created a new series of Securities to be issued under the Indenture, to be  designated as “3.395% Senior Notes due 2030” (the “Designated Securities”).  Section 3.2 Aggregate Principal Amount of Designated Securities  The aggregate principal amount of the Designated Securities shall initially be limited to  $600,000,000 (except for Designated Securities authenticated and delivered upon registration of  transfer of, or in exchange for, or in lieu of, other Designated Securities pursuant to Sections 2.4,  3.6, 3.7, 3.10, 10.6 or 14.3 of the Base Indenture and except for any Designated Securities which,  pursuant to Section 3.3 of the Base Indenture, are deemed never to have been authenticated and  delivered under the Indenture) (the “Initial Designated Securities”).The Company may create  and issue an unlimited amount of additional Designated Securities from time to time, without  notice to or the consent of the Holders of the Designated Securities, having the same terms and  





 






      9  #22005590v10   conditions in all material respects as the related Initial Designated Securities (“Additional  Designated Securities”). Any Additional Designated Securities shall be consolidated with and  form a single class with the related Initial Designated Securities and have the same terms as to  status, redemption or otherwise as the related Initial Designated Securities. Any Additional  Designated Securities issued with the same CUSIP, ISIN or other identifying number as that of  the related Initial Designated Securities shall be issued with no more than a de minimis amount  of original issue discount, or as part of a qualified reopening, in each case for U.S. federal  income tax purposes. Unless the context otherwise requires, references to “Designated  Securities” for all purposes of this Fifth Supplemental Indenture include the Initial Designated  Securities and any Additional Designated Securities actually issued.  Section 3.3 Payment of Principal  The principal of the Outstanding Designated Securities shall be due and payable at the Stated  Maturity.  Section 3.4 Interest and Interest Rate  (a) The Designated Securities will bear interest at 3.395% per annum from the Issue  Date until the Stated Maturity.  (b) The Company will pay interest on the Designated Securities semi-annually in  arrears on April 9 and October 9 of each year, commencing October 9, 2020, until  the Stated Maturity, and at the Stated Maturity (each an “Interest Payment  Date”).  (c) Interest on the Designated Securities will be computed on the basis of a 360-day  year comprised of twelve 30-day months. Except as described below for the first  Interest Payment Date, on each Interest Payment Date, the Company will pay  interest on the Designated Securities for the period commencing on and including  the immediately preceding Interest Payment Date and ending on and excluding  such Interest Payment Date.  (d) On the first Interest Payment Date, the Company will pay interest for the period  commencing on and including the Issue Date and ending on and excluding the  first Interest Payment Date.  (e) If any Interest Payment Date falls on a day that is not a Business Day, the interest  payment shall be postponed to the next day that is a Business Day, without  interest accruing on the amount then so payable from such day that is not a  Business Day until such Business Day.  (f) If the Stated Maturity of any Designated Security is not a Business Day, payment  of principal, premium, if any, and interest on the applicable Designated Security  will be made on the next succeeding day that is a Business Day, without interest  accruing on the amount then so payable from such day that is not a Business Day  until such Business Day.  





 






      10  #22005590v10   (g) Interest on each Designated Security will be paid only to the Person in whose  name such Designated Security was registered at the close of business on the  Regular Record Date for the applicable Interest Payment Date.  Section 3.5 Taxation  All payments of principal and interest in respect of the Designated Securities by the Company  will be made without withholding or deduction for or on account of any present or future taxes or  duties of whatever nature imposed or levied by any governmental authority unless such  withholding or deduction is required by law. If an amount in respect of any taxes were legally  required to be deducted or withheld from interest, principal or other payments on the Designated  Securities, no additional amounts shall be paid as a result of the deduction or withholding.  In order to assist the Trustee and Paying Agent with its compliance with Section 1471 through  1474 of the U. S. Internal Revenue Code of 1986, as amended and the rules and regulations  thereunder (as in effect from time to time, collectively, the “Applicable Law”) the Company  agrees (i) to provide the Trustee and Paying Agent and any other paying agent reasonably  available information collected and stored in the Company’s ordinary course of business  regarding holders of the Designated Securities (solely in their capacity as such) and which is  necessary for the Trustee and Paying Agent’s and any paying agent’s determination of whether it  has tax related obligations under Applicable Law and (ii) that the Trustee and Paying Agent and  any paying agent shall be entitled to make any withholding or deduction from payments under  the Indenture and the Designated Securities to the extent necessary to comply with Applicable  Law.  Nothing in the immediately preceding sentence shall be construed as obligating the  Company to make any “gross up” payment or similar reimbursement in connection with a  payment in respect of which amounts are so withheld or deducted.  Section 3.6 Paying Agent  (a) Upon the terms and subject to the conditions contained herein, the Company  hereby appoints The Bank of New York Mellon, acting through its London  Branch, as the initial Paying Agent under the Indenture for the purpose of  performing the functions of the Paying Agent with respect to the Designated  Securities.  (b) The Paying Agent shall exercise due care in performing the functions of the  Paying Agent for the Designated Securities.  (c) The Paying Agent accepts its obligations set forth herein, upon the terms and  subject to the conditions hereof, including the following, to all of which the  Company agrees:  (i) The Paying Agent shall be entitled to such compensation as may be agreed  in writing with the Company for all services rendered by the Paying  Agent, and the Company promises to pay such compensation and to  reimburse the Paying Agent for the reasonable out-of-pocket expenses  (including reasonable counsel fees and expenses) properly incurred by it  in connection with the services rendered by it hereunder upon receipt of  





 






      11  #22005590v10   such invoices as the Company shall reasonably require. The Company  agrees to indemnify the Paying Agent (which for purposes of this  subsection shall include its directors, officers, employees and agents) for,  and to hold it harmless against, any and all loss, liability, damage, claims  or reasonable expenses (including the costs and expenses of defending  against any claim of liability) properly incurred by the Paying Agent that  arises out of or in connection with its appointment as Paying Agent or its  acting as Paying Agent hereunder, except such as has been determined by  a court of competent jurisdiction in a final, non-appealable order, to have  resulted from the negligence, willful misconduct or bad faith of the  Paying Agent or any of its agents or employees. The Paying Agent shall  incur no liability and shall be indemnified and held harmless by the  Company for, or in respect of, any action taken or omitted by it in good  faith in reliance upon written instructions from the Company. The  provisions of this paragraph shall survive the termination of this Fifth  Supplemental Indenture and the resignation or removal of the Paying  Agent.  (ii) In acting under the Indenture and in connection with the Designated  Securities, the Paying Agent is acting solely as agent of the Company and  does not assume any fiduciary duty towards any person or any  obligations to, or relationship of agency or trust for or with, any of the  Holders of the Designated Securities.  (iii) The Paying Agent shall be protected and shall incur no liability for or in  respect of any action taken or omitted to be taken or anything suffered by  it in reliance upon the terms of the Designated Securities or any  document, including any resolution, Officer’s Certificate or any other  certificate, statement, instrument, opinion, report, notice, request,  consent, order, bond, debenture, note, coupon or security (whether in  original or facsimile form), believed by it to be genuine and to have been  signed or presented by the proper party or parties.  (iv) The duties and obligations of the Paying Agent shall be determined solely  by the express provisions of the Indenture, and the Paying Agent shall not  be liable except for the performance of such duties and obligations as are  specifically set forth in the Indenture, and no implied covenants or  obligations shall be read into the Indenture against the Paying Agent.  (v) Unless herein otherwise specifically provided, any request, direction,  order or demand of the Company mentioned herein shall be sufficiently  evidenced by an Officer’s Certificate (unless other evidence in respect  thereof be herein specifically prescribed).  (vi) The Paying Agent may, upon obtaining the prior written consent of the  Company (which consent shall not be unreasonably withheld) perform  any duties hereunder either directly or by or through agents or attorneys  





 






      12  #22005590v10   not regularly in its employ, and the Paying Agent shall not be responsible  for any misconduct or negligence on the part of any such agent or  attorney appointed with due care by it hereunder.  (vii) Sections 7.2(c), 7.2(e), 7.2(i) and 7.2(j) of the Base Indenture are also  deemed applicable to the Paying Agent.  (viii) None of the provisions hereunder shall require the Paying Agent to expend  or risk its own funds or otherwise incur personal financial liability in the  performance of any of its duties or in the exercise of any of its rights or  powers, if it shall have reasonable grounds for believing that the  repayment of such funds or adequate indemnity against such liability is  not reasonably assured to it.  (ix) In no event shall the Paying Agent be responsible or liable for any failure  or delay in the performance of its obligations under this Indenture arising  out of or caused by, directly or indirectly, forces beyond its reasonable  control, including, without limitation, strikes, work stoppages, accidents,  acts of war or terrorism, civil or military disturbances, nuclear or natural  catastrophes or acts of God, and interruptions, loss or malfunctions of  utilities, communications or computer (software or hardware) services; it  being understood that the Paying Agent shall use reasonable efforts  which are consistent with accepted practices in the banking industry to  resume performance as soon as practicable under the circumstances.   (d) (i) The Paying Agent may at any time resign as Paying Agent by giving written  notice to the Company of such intention on its part, specifying the date on which  its desired resignation shall become effective; provided, however, that such date  shall not be earlier than 60 days after the receipt of such notice by the Company,  unless the Company agrees in writing to accept less notice. The Paying Agent  may be removed (with or without cause) at any time by the filing with it of any  instrument in writing signed on behalf of the Company by any proper officer or an  authorized person thereof and specifying such removal and the date when it is  intended to become effective (such date shall not be earlier than 60 days after the  receipt of such instrument by the Paying Agent, unless otherwise agreed by the  parties), subject to (if such Paying Agent is not also the Trustee) the written  consent of the Trustee, which consent shall not be unreasonably withheld.  Notwithstanding the provisions of this Section 3.6(d)(i), such resignation or  removal shall take effect only upon the date of the appointment by the Company,  as hereinafter provided, and the acceptance thereof, of a successor Paying Agent.  If within 30 days after notice of resignation or removal has been received, a  successor Paying Agent has not been appointed, the Paying Agent may petition a  court of competent jurisdiction to appoint a successor Paying Agent at the  Company’s cost, as per Section 3.6(c)(i) hereof. A successor Paying Agent shall  be appointed by the Company by an instrument in writing signed on behalf of the  Company by any proper officer or an authorized person thereof and the successor  Paying Agent. Upon the appointment of a successor Paying Agent and acceptance  





 






      13  #22005590v10   by it of such appointment, the Paying Agent so succeeded shall cease to be such  Paying Agent hereunder. Upon its resignation or removal, the Paying Agent shall  be entitled to the payment by the Company of its compensation, if any is owed to  it, for services rendered hereunder and to the reimbursement of all reasonable and  properly incurred out-of-pocket expenses incurred in connection with the services  rendered by it hereunder, in each case as per Section 3.6(c)(i) hereof.  (ii) Any successor Paying Agent appointed hereunder shall execute and  deliver to its predecessor and to the Company an instrument accepting  such appointment hereunder, and thereupon such successor Paying  Agent, without any further act, deed or conveyance, shall become vested  with all the authority, rights, powers, trusts, immunities, duties and  obligations of such predecessor with like effect as if originally named as  such Paying Agent hereunder, and such predecessor, upon payment by  the Company of its charges and disbursements then unpaid, shall  thereupon become obliged to transfer and deliver, and such successor  Paying Agent shall be entitled to receive, copies of any relevant records  maintained by such predecessor Paying Agent.  (iii) Any Person into which the Paying Agent may be merged or converted or  with which the Paying Agent may be consolidated, or any Person  resulting from any merger, conversion or consolidation to which the  Paying Agent shall be a party, or any Person succeeding to all or  substantially all of the assets and business of the Paying Agent, or all or  substantially all of the corporate trust business of the Paying Agent shall,  to the extent permitted by applicable law and provided that it shall have  an established place of business in New York, New York, be the  successor Paying Agent under the Indenture without the execution or  filing of any paper or any further act on the part of any of the parties  hereto. Notice of any such merger, conversion, consolidation or sale shall  be given to the Company as promptly as practicable following such  merger, conversion, consolidation or sale.  (iv) Any notice required to be given by the Paying Agent to any other Person  hereunder shall be given in accordance with Section 13.5 of the Base  Indenture. Any notice to be given to the Paying Agent shall be delivered  in person, sent by first class mail or overnight air courier guaranteeing  next day delivery or communicated by facsimile, to the following address  (or to any other address of which the Paying Agent shall have notified the  Company in writing): The Bank of New York Mellon, London Branch,  One Canada Square, London E14 5AL, United Kingdom, Fax: +44 (0)  20-7964-2536, Attention: Corporate Trust Administration, with a copy to:  The Bank of New York Mellon, London Branch, Merck House, Seldown  Poole BH15 1PX, United Kingdom, Fax: +44-(0)20-7964-2536,  Attention: EMEA Conventional Debt 4. All notices shall be deemed to  have been duly given: at the time delivered by hand, if personally  delivered; five calendar days after being deposited in the mail, postage  





 






      14  #22005590v10   prepaid, if mailed by first-class mail; when receipt acknowledged, if  faxed; and the next Business Day after timely delivery to the courier, if  sent by overnight air courier guaranteeing next day delivery.  Section 3.7 Place of Payment  The place or places where, subject to the provisions of Section 4.2 of the Base Indenture, the  principal of, premium, if any, and interest, if any, on the Designated Securities shall be payable,  Designated Securities may be surrendered for registration, transfer or exchange and notices and  demands to or upon the Company in respect of the Designated Securities and the Indenture may  be served shall be the Corporate Trust Office of the Trustee in the United States.  Section 3.8 Denominations  The Designated Securities shall be issued in denominations of $2,000 and integral multiples of  $1,000 in excess thereof.  Section 3.9 Form; Terms  (a) The Designated Securities shall be substantially in the form of Exhibit A hereto.  The Designated Securities may have notations, legends or endorsements required  by law, stock exchange rules or usage.  (b) Designated Securities issued in global form shall be substantially in the form of  Exhibit A hereto (including the Global Security Legend thereon and the  “Schedule of Exchanges of Interests in the Global Security” attached thereto).  Designated Securities issued in definitive form shall be substantially in the form  of Exhibit A hereto (but without, in each case, the Global Security Legend  thereon and without the “Schedule of Exchanges of Interests in the Global  Security” attached thereto). Each Global Security shall represent such of the  outstanding Designated Securities as shall be specified in the “Schedule of  Exchanges of Interests in the Global Security” attached thereto and each shall  provide that it shall represent up to the aggregate principal amount of Designated  Securities from time to time endorsed thereon and that the aggregate principal  amount of outstanding Designated Securities represented thereby may from time  to time be reduced or increased, as applicable, to reflect exchanges and  redemptions. Any endorsement of a Global Security to reflect the amount of any  increase or decrease in the aggregate principal amount of outstanding Designated  Securities represented thereby shall be made by the Trustee, in accordance with  instructions given by the Holder thereof as required by Section 3.10 hereof.  (c) Designated Securities offered and sold in reliance on Regulation S shall be issued  initially in the form of the Regulation S Temporary Global Security, which shall  be deposited on behalf of the purchasers of the Designated Securities represented  thereby with the Trustee, as custodian for the Depository, and registered in the  name of the Depository or the nominee of the Depository for the accounts of  designated agents holding on behalf of Euroclear or Clearstream, Luxembourg,  duly executed by the Company and authenticated by the Trustee as hereinafter  





 






      15  #22005590v10   provided. The Restricted Period shall be terminated upon the receipt by the  Trustee of:  (i) a written certificate from the Depository (if available), together with  copies of certificates from Euroclear and Clearstream, Luxembourg (if  available) certifying that they have received certification of non-United  States beneficial ownership of 100% of the aggregate principal amount of  each Regulation S Temporary Global Security (except to the extent of  any beneficial owners thereof who acquired an interest therein during the  Restricted Period pursuant to another exemption from registration under  the Securities Act and who shall take delivery of a beneficial ownership  interest in a 144A Global Security bearing a Private Placement Legend,  all as contemplated by Section 3.10(b) hereof); and  (ii) an Officer’s Certificate from the Company.  Following the termination of the Restricted Period, beneficial interests in each  Regulation S Temporary Global Security shall be exchanged for beneficial  interests in the Regulation S Permanent Global Security of the same series  pursuant to the Applicable Procedures. Simultaneously with the authentication of  the corresponding Regulation S Permanent Global Security, the Trustee shall  cancel the corresponding Regulation S Temporary Global Security. The aggregate  principal amount of a Regulation S Temporary Global Security and the  Regulation S Permanent Global Security may from time to time be increased or  decreased by adjustments made on the records of the Trustee and the Depository  or its nominee, as the case may be, in connection with transfers of interest as  hereinafter provided.  (d) The terms and provisions contained in the Designated Securities shall constitute,  and are hereby expressly made, a part of the Indenture, and the Company and the  Trustee, by their execution and delivery of this Fifth Supplemental Indenture,  expressly agree to such terms and provisions and to be bound thereby. However,  to the extent any provision of any Designated Security conflicts with the express  provisions of the Indenture, the provisions of the Indenture shall govern and be  controlling.  (e) The provisions of the “Operating Procedures of the Euroclear System” and  “Terms and Conditions Governing Use of Euroclear” and the “General Terms and  Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream,  Luxembourg shall be applicable to transfers of beneficial interests in the  Regulation S Temporary Global Security and the Regulation S Permanent Global  Securities that are held by Participants through Euroclear or Clearstream,  Luxembourg.  





 






      16  #22005590v10   Section 3.10 Transfer and Exchange  The transfer or exchange of Designated Securities shall be effected in accordance with Section  3.6 of the Base Indenture and this Section 3.10.  (a) Transfer and Exchange of Global Securities Except as otherwise set forth in  this Section 3.10, a Global Security may be transferred, in whole and not in part,  only to another nominee of the Depository or to a successor Depository or a  nominee of such successor Depository. A beneficial interest in a Global Security  may not be exchanged for a Definitive Security unless (i) the Depository (x)  notifies the Company that it is unwilling or unable to continue as Depository for  such Global Security or (y) has ceased to be a clearing agency registered under  the Exchange Act and, in either case, a successor Depository is not appointed by  the Company within 120 days or (ii) there shall have occurred and be continuing  an Event of Default with respect to the Designated Securities. Upon the  occurrence of any of the preceding events in (i) or (ii) above, Definitive Securities  delivered in exchange for any Global Security or beneficial interests therein will  be registered in the names, and issued in any approved denominations, requested  by or on behalf of the Depository (in accordance with its customary procedures).  Global Securities also may be exchanged or replaced, in whole or in part, as  provided in Sections 3.7 and 3.10 of the Base Indenture. Every Designated  Security authenticated and delivered in exchange for, or in lieu of, a Global  Security or any portion thereof, pursuant to this Section 3.10 or Sections 3.7 or  3.10 of the Base Indenture, shall be authenticated and delivered in the form of,  and shall be, a Global Security, except for Definitive Securities issued subsequent  to any of the preceding events in (i) or (ii) above and pursuant to Section 3.10(c)  hereof. A Global Security may not be exchanged for another Designated Security  other than as provided in this Section 3.10(a); provided, however, beneficial  interests in a Global Security may be transferred and exchanged as provided in  Section 3.10(b), (c) or (d) hereof.  (b) Transfer and Exchange of Beneficial Interests in the Global Securities The  transfer and exchange of beneficial interests in the Global Securities shall be  effected through the Depository, in accordance with the provisions of this  Indenture and the Applicable Procedures. Beneficial interests in the Restricted  Global Securities shall be subject to restrictions on transfer comparable to those  set forth herein to the extent required by the Securities Act. Transfers of beneficial  interests in the Global Securities also shall require compliance with either  subparagraph (i) or (ii) below, as applicable, as well as one or more of the other  following subparagraphs, as applicable:  (i) Transfer of Beneficial Interests in the Same Global Security Beneficial  interests in any Restricted Global Security may be transferred to Persons  who take delivery thereof in the form of a beneficial interest in the same  Restricted Global Security in accordance with the transfer restrictions set  forth in the Private Placement Legend; provided, however, that prior to  the expiration of the Restricted Period, transfers of beneficial interests in  





 






      17  #22005590v10   the Regulation S Temporary Global Security may not be made to a U.S.  Person or for the account or benefit of a U.S. Person. Beneficial interests  in any Unrestricted Global Security may be transferred to Persons who  take delivery thereof in the form of a beneficial interest in an Unrestricted  Global Security. No written orders or instructions shall be required to be  delivered to the Securities Registrar to effect the transfers described in  this Section 3.10(b)(i).  (ii) All Other Transfers and Exchanges of Beneficial Interests in Global  Securities In connection with all transfers and exchanges of beneficial  interests that are not subject to Section 3.10(b)(i) hereof, the transferor of  such beneficial interest must deliver to the Securities Registrar either (A) both (1) a written order from a Participant or an Indirect Participant given  to the Depository in accordance with the Applicable Procedures directing  the Depository to credit or cause to be credited a beneficial interest in  another Global Security in an amount equal to the beneficial interest to be  transferred or exchanged and (2) instructions given in accordance with  the Applicable Procedures containing information regarding the  Participant account to be credited with such increase or (B) both (1) a  written order from a Participant or an Indirect Participant given to the  Depository in accordance with the Applicable Procedures directing the  Depository to cause to be issued a Definitive Security of the same series  in an amount equal to the beneficial interest to be transferred or  exchanged and (2) instructions given by the Depository to the Securities  Registrar containing information regarding the Person in whose name  such Definitive Security shall be registered to effect the transfer or  exchange referred to in (1) above; provided that in no event shall  Definitive Securities be issued upon the transfer or exchange of beneficial  interests in the Regulation S Temporary Global Security prior to (A) the  expiration of the Restricted Period and (B) the receipt by the Securities  Registrar of any certificates required pursuant to Rule 903. Upon  satisfaction of all of the requirements for transfer or exchange of  beneficial interests in Global Securities contained in this Indenture and  the Designated Securities or otherwise applicable under the Securities  Act, the Trustee shall adjust the principal amount of the relevant Global  Securities pursuant to Section 3.10(g) hereof.  (iii) Transfer of Beneficial Interests to Another Restricted Global Security  A beneficial interest in any Restricted Global Security may be transferred  to a Person who takes delivery thereof in the form of a beneficial interest  in another Restricted Global Security if the transfer complies with the  requirements of Section 3.10(b)(ii) hereof and the Securities Registrar  receives the following:  (A) if the transferee will take delivery in the form of a beneficial  interest in a 144A Global Security, then the transferor must  





 






      18  #22005590v10   deliver a certificate in the form of Exhibit B hereto, including  the certifications in item (1) thereof; or  (B) if the transferee will take delivery in the form of a beneficial  interest in the Regulation S Global Security, then the transferor  must deliver a certificate in the form of Exhibit B hereto,  including the certifications in item (2) thereof.  (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global  Security for Beneficial Interests in an Unrestricted Global Security A  beneficial interest in any Restricted Global Security may be exchanged by  any holder thereof for a beneficial interest in an Unrestricted Global  Security or transferred to a Person who takes delivery thereof in the form  of a beneficial interest in an Unrestricted Global Security if the exchange  or transfer complies with the requirements of Section 3.10(b)(ii) hereof  the Securities Registrar receives the following:  (A) if the holder of such beneficial interest in a Restricted Global  Security proposes to exchange such beneficial interest for a  beneficial interest in an Unrestricted Global Security of the  same series, a certificate from such Holder substantially in the  form of Exhibit C hereto, including the certifications in item  (1)(a) thereof; or  (B) if the holder of such beneficial interest in a Restricted Global  Security proposes to transfer such beneficial interest to a Person  who shall take delivery thereof in the form of a beneficial  interest in an Unrestricted Global Security of the same series, a  certificate from such holder in the form of Exhibit B hereto,  including the certifications in item (4) thereof;  and, in each such case set forth in subparagraph (A) or (B), if the Securities  Registrar so requests or if the Applicable Procedures so require, an Opinion of  Counsel in form reasonably acceptable to the Securities Registrar to the effect that  such exchange or transfer is in compliance with the Securities Act and that the  restrictions on transfer contained herein and in the Private Placement Legend are  no longer required in order to maintain compliance with the Securities Act.  If any such transfer is effected pursuant to clause (iv) above at a time when an  Unrestricted Global Security has not yet been issued, the Company shall issue  and, upon receipt of a Company Order in accordance with Section 3.3 of the Base  Indenture, the Trustee shall authenticate one or more Unrestricted Global  Securities in an aggregate principal amount equal to the aggregate principal  amount of beneficial interests transferred pursuant to subparagraph (A) or (B)  above.  





 






      19  #22005590v10   Beneficial interests in an Unrestricted Global Security cannot be exchanged for,  or transferred to Persons who take delivery thereof in the form of, a beneficial  interest in a Restricted Global Security.  (c) Transfer or Exchange of Beneficial Interests for Definitive Securities  (i) Beneficial Interests in Restricted Global Securities to Restricted  Definitive Securities If any holder of a beneficial interest in a Restricted  Global Security proposes to exchange such beneficial interest for a  Restricted Definitive Security or to transfer such beneficial interest to a  Person who takes delivery thereof in the form of a Restricted Definitive  Security, then, upon the occurrence of any of the events in paragraph (i)  or (ii) of Section 3.10(a) hereof and receipt by the Securities Registrar of  the following documentation:  (A) if the holder of such beneficial interest in a Restricted Global  Security proposes to exchange such beneficial interest for a  Restricted Definitive Security, a certificate from such holder  substantially in the form of Exhibit C hereto, including the  certifications in item (2)(a) thereof;  (B) if such beneficial interest is being transferred to a QIB in  accordance with Rule 144A, a certificate substantially in the  form of Exhibit B hereto, including the certifications in item (1)  thereof;  (C) if such beneficial interest is being transferred to a Non-U.S. Person  in an offshore transaction in accordance with Rule 903 or Rule  904, a certificate substantially in the form of Exhibit B hereto,  including the certifications in item (2) thereof;  (D) if such beneficial interest is being transferred pursuant to an  exemption from the registration requirements of the Securities  Act in accordance with Rule 144, a certificate substantially in  the form of Exhibit B hereto, including the certifications in item  (3)(a) thereof;  (E) if such beneficial interest is being transferred to the Company or  any of its Restricted Subsidiaries, a certificate substantially in  the form of Exhibit B hereto, including the certifications in item  (3)(b) thereof; or  (F) if such beneficial interest is being transferred pursuant to an  effective registration statement under the Securities Act, a  certificate substantially in the form of Exhibit B hereto,  including the certifications in item (3)(c) thereof,  





 






      20  #22005590v10   the Trustee shall cause the aggregate principal amount of the applicable Global  Security to be reduced accordingly pursuant to Section 3.10(g) hereof, and the  Company shall execute and the Trustee shall authenticate and mail to the Person  designated in the instructions a Definitive Security in the applicable principal  amount. Any Definitive Security issued in exchange for a beneficial interest in a  Restricted Global Security pursuant to this Section 3.10(c)(i) shall be registered in  such name or names and in such authorized denomination or denominations as the  holder of such beneficial interest shall instruct the Securities Registrar through  instructions from the Depository and the Participant or Indirect Participant. The  Trustee shall mail such Definitive Securities to the Persons in whose names such  Designated Securities are so registered at the address appearing in the Securities  Register. Any Definitive Security issued in exchange for a beneficial interest in a  Restricted Global Security pursuant to this Section 3.10(c)(i) shall bear the Private  Placement Legend and shall be subject to all restrictions on transfer contained  therein.  (ii) Beneficial Interests in Regulation S Temporary Global Security to  Definitive Securities Notwithstanding Sections 3.10(c)(i)(A) and (C)  hereof, a beneficial interest in the Regulation S Temporary Global  Security may not be exchanged for a Definitive Security or transferred to  a Person who takes delivery thereof in the form of a Definitive Security  prior to (A) the expiration of the Restricted Period and (B) the receipt by  the Securities Registrar of any certificates required pursuant to Rule 903  of the Securities Act, except in the case of a transfer pursuant to an  exemption from the registration requirements of the Securities Act other  than Rule 903 or Rule 904.  (iii) Beneficial Interests in Restricted Global Securities to Unrestricted  Definitive Securities A holder of a beneficial interest in a Restricted  Global Security may exchange such beneficial interest for an Unrestricted  Definitive Security or may transfer such beneficial interest to a Person  who takes delivery thereof in the form of an Unrestricted Definitive  Security only upon the occurrence of any of the events in subsection (i)  or (ii) of Section 3.10(a) hereof and if the Securities Registrar receives  the following:  (A) if the holder of such beneficial interest in a Restricted Global  Security proposes to exchange such beneficial interest for an  Unrestricted Definitive Security, a certificate from such holder  substantially in the form of Exhibit C hereto, including the  certifications in item (1)(b) thereof; or  (B) if the holder of such beneficial interest in a Restricted Global  Security proposes to transfer such beneficial interest to a Person  who shall take delivery thereof in the form of an Unrestricted  Definitive Security, a certificate from such holder substantially  





 






      21  #22005590v10   in the form of Exhibit B hereto, including the certifications in  item (4) thereof;  and, in each such case set forth in this subparagraph (A) or (B) above, if the  Securities Registrar so requests or if the Applicable Procedures so require, an  Opinion of Counsel in form reasonably acceptable to the Securities Registrar to  the effect that such exchange or transfer is in compliance with the Securities Act  and that the restrictions on transfer contained herein and in the Private Placement  Legend are no longer required in order to maintain compliance with the Securities  Act.  (iv) Beneficial Interests in Unrestricted Global Securities to Unrestricted  Definitive Securities If any holder of a beneficial interest in an  Unrestricted Global Security proposes to exchange such beneficial  interest for a Definitive Security or to transfer such beneficial interest to a  Person who takes delivery thereof in the form of a Definitive Security,  then, upon the occurrence of any of the events in subsection (i) or (ii) of  Section 3.10(a) hereof and satisfaction of the conditions set forth in  Section 3.10(b)(ii) hereof, the Trustee shall cause the aggregate principal  amount of the applicable Global Security to be reduced accordingly  pursuant to Section 3.10(g) hereof, and the Company shall execute and  the Trustee shall authenticate and mail to the Person designated in the  instructions a Definitive Security in the applicable principal amount. Any  Definitive Security issued in exchange for a beneficial interest pursuant  to this Section 3.10(c)(iv) shall be registered in such name or names and  in such authorized denomination or denominations as the holder of such  beneficial interest shall instruct the Securities Registrar through  instructions from or through the Depository and the Participant or  Indirect Participant. The Trustee shall mail such Definitive Securities to  the Persons in whose names such Securities are so registered. Any  Definitive Security issued in exchange for a beneficial interest pursuant  to this Section 3.10(c)(iv) shall not bear the Private Placement Legend.  (d) Transfer and Exchange of Definitive Securities for Beneficial Interests  (i) Restricted Definitive Securities to Beneficial Interests in Restricted  Global Securities If any Holder of a Restricted Definitive Security  proposes to exchange such Designated Security for a beneficial interest in  a Restricted Global Security or to transfer such Restricted Definitive  Security to a Person who takes delivery thereof in the form of a beneficial  interest in a Restricted Global Security, then, upon receipt by the  Securities Registrar of the following documentation:  (A) if the Holder of such Restricted Definitive Security proposes to  exchange such Designated Security for a beneficial interest in a  Restricted Global Security, a certificate from such Holder  





 






      22  #22005590v10   substantially in the form of Exhibit C hereto, including the  certifications in item (2)(b) thereof;  (B) if such Restricted Definitive Security is being transferred to a QIB  in accordance with Rule 144A, a certificate substantially in the  form of Exhibit B hereto, including the certifications in item (1)  thereof;  (C) if such Restricted Definitive Security is being transferred to a Non- U.S. Person in an offshore transaction in accordance with Rule  903 or Rule 904, a certificate substantially in the form of  Exhibit B hereto, including the certifications in item (2) thereof;  (D) if such Restricted Definitive Security is being transferred pursuant  to an exemption from the registration requirements of the  Securities Act in accordance with Rule 144, a certificate  substantially in the form of Exhibit B hereto, including the  certifications in item (3)(a) thereof;  (E) if such Restricted Definitive Security is being transferred to the  Company or any of its Restricted Subsidiaries, a certificate  substantially in the form of Exhibit B hereto, including the  certifications in item (3)(b) thereof; or  (F) if such Restricted Definitive Security is being transferred pursuant  to an effective registration statement under the Securities Act, a  certificate substantially in the form of Exhibit B hereto,  including the certifications in item (3)(c) thereof,  the Trustee shall cancel the Restricted Definitive Security, increase or cause to be  increased the aggregate principal amount of, in the case of clause (A) above, the  applicable Restricted Global Security, in the case of clause (B) above, the  applicable 144A Global Security, and in the case of clause (C) above, the  applicable Regulation S Global Security.  (ii) Restricted Definitive Securities to Beneficial Interests in Unrestricted  Global Securities A Holder of a Restricted Definitive Security may  exchange such Designated Security for a beneficial interest in an  Unrestricted Global Security or transfer such Restricted Definitive  Security to a Person who takes delivery thereof in the form of a beneficial  interest in an Unrestricted Global Security only if the Securities Registrar  receives the following:  (A) if the Holder of such Definitive Securities proposes to exchange  such Designated Securities for a beneficial interest in the  Unrestricted Global Security, a certificate from such Holder  substantially in the form of Exhibit C hereto, including the  certifications in item (1)(c) thereof; or  





 






      23  #22005590v10   (B) if the Holder of such Definitive Securities proposes to transfer such  Designated Securities to a Person who shall take delivery  thereof in the form of a beneficial interest in the Unrestricted  Global Security, a certificate from such Holder substantially in  the form of Exhibit B hereto, including the certifications in item  (4) thereof;  and, in each such case set forth in this subsection (A) or (B) above, if the  Securities Registrar so requests or if the Applicable Procedures so require, an  Opinion of Counsel in form reasonably acceptable to the Securities Registrar to  the effect that such exchange or transfer is in compliance with the Securities Act  and that the restrictions on transfer contained herein and in the Private Placement  Legend are no longer required in order to maintain compliance with the Securities  Act.  Upon satisfaction of the conditions of any of the subparagraphs in this Section  3.10(d)(ii), the Trustee shall cancel the Definitive Securities and increase or cause  to be increased the aggregate principal amount of the Unrestricted Global  Security.  (iii) Unrestricted Definitive Securities to Beneficial Interests in  Unrestricted Global Securities A Holder of an Unrestricted Definitive  Security may exchange such Designated Security for a beneficial interest  in an Unrestricted Global Security or transfer such Definitive Securities  to a Person who takes delivery thereof in the form of a beneficial interest  in an Unrestricted Global Security at any time. Upon receipt of a request  for such an exchange or transfer, the Trustee shall cancel the applicable  Unrestricted Definitive Security and increase or cause to be increased the  aggregate principal amount of one of the Unrestricted Global Securities.  If any such exchange or transfer from a Definitive Security to a beneficial interest  is effected pursuant to clauses (ii) or (iii) above at a time when an Unrestricted  Global Security has not yet been issued, the Company shall issue and, upon  receipt of a Company Order in accordance with Section 3.3 of the Base Indenture,  the Trustee shall authenticate one or more Unrestricted Global Securities in an  aggregate principal amount equal to the principal amount of Definitive Securities  so transferred.  (e) Transfer and Exchange of Definitive Securities for Definitive Securities Upon  request by a Holder of Definitive Securities and such Holder’s compliance with  the provisions of this Section 3.10(e), the Securities Registrar shall register the  transfer or exchange of Definitive Securities. Prior to such registration of transfer  or exchange, the requesting Holder shall present or surrender to the Securities  Registrar the Definitive Securities duly endorsed or accompanied by a written  instruction of transfer in form satisfactory to the Securities Registrar duly  executed by such Holder or by its attorney, duly authorized in writing. In addition,  the requesting Holder shall provide any additional certifications, documents and  





 






      24  #22005590v10   information, as applicable, required pursuant to the following provisions of this  Section 3.10(e):  (i) Restricted Definitive Securities to Restricted Definitive Securities Any  Restricted Definitive Security may be transferred to and registered in the  name of Persons who take delivery thereof in the form of a Restricted  Definitive Security if the Securities Registrar receives the following:  (A) if the transfer will be made to a QIB in accordance with Rule  144A, then the transferor must deliver a certificate in the form  of Exhibit B hereto, including the certifications in item (1)  thereof;  (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then  the transferor must deliver a certificate in the form of Exhibit B  hereto, including the certifications in item (2) thereof; or  (C) if the transfer will be made pursuant to any other exemption from  the registration requirements of the Securities Act, then the  transferor must deliver a certificate in the form of Exhibit B  hereto, including the certifications required by item (3) thereof,  if applicable.  (ii) Restricted Definitive Securities to Unrestricted Definitive Securities  Any Restricted Definitive Security may be exchanged by the Holder  thereof for an Unrestricted Definitive Security or transferred to a Person  or Persons who take delivery thereof in the form of an Unrestricted  Definitive Security if the Securities Registrar receives the following:  (A) if the Holder of such Restricted Definitive Securities proposes to  exchange such Designated Securities for an Unrestricted  Definitive Security, a certificate from such Holder substantially  in the form of Exhibit C hereto, including the certifications in  item (1)(d) thereof; or  (B) if the Holder of such Restricted Definitive Securities proposes to  transfer such Designated Securities to a Person who shall take  delivery thereof in the form of an Unrestricted Definitive  Security, a certificate from such Holder substantially in the form  of Exhibit B hereto, including the certifications in item (4)  thereof;  and, in each such case set forth in this subsection (A) or (B) above, if the  Securities Registrar so requests, an Opinion of Counsel in form reasonably  acceptable to the Securities Registrar to the effect that such exchange or transfer  is in compliance with the Securities Act and that the restrictions on transfer  contained herein and in the Private Placement Legend are no longer required in  order to maintain compliance with the Securities Act.  





 






      25  #22005590v10   (iii) Unrestricted Definitive Securities to Unrestricted Definitive Securities  A Holder of Unrestricted Definitive Securities may transfer such  Designated Securities to a Person who takes delivery thereof in the form  of an Unrestricted Definitive Security. Upon receipt of a request to  register such a transfer, the Securities Registrar shall register the  Unrestricted Definitive Securities pursuant to the instructions from the  Holder thereof.  (f) Legends The following legends shall appear on the face of all Global Securities  and Definitive Securities issued under this Indenture unless specifically stated  otherwise in the applicable provisions of this Indenture:  (i) Private Placement Legend  (A) Except as permitted by subparagraph (B) below, each Global  Security and each Definitive Security (and all Designated  Securities issued in exchange therefor or substitution therefor)  shall bear the legend in substantially the following form:  “THIS SECURITY HAS NOT BEEN REGISTERED UNDER  THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE  “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT  BE OFFERED OR SOLD WITHIN THE UNITED STATES  OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.  PERSONS EXCEPT AS SET FORTH BELOW. BY ITS  ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS  THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER”  (AS DEFINED IN RULE 144A UNDER THE SECURITIES  ACT) OR (B) IT IS NOT A U.S. PERSON AND IS  ACQUIRING THIS SECURITY IN AN OFFSHORE  TRANSACTION IN COMPLIANCE WITH RULE 904  UNDER THE SECURITIES ACT, (2) AGREES THAT IT  WILL NOT RESELL OR OTHERWISE TRANSFER THIS  SECURITY EXCEPT (A) TO THE NARRAGANSETT  ELECTRIC COMPANY OR ANY SUBSIDIARY THEREOF,  (B) INSIDE THE UNITED STATES TO A QUALIFIED  INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE  144A UNDER THE SECURITIES ACT, (C) INSIDE THE  UNITED STATES TO AN ACCREDITED INVESTOR (AS  DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE  SECURITIES ACT, AN “ACCREDITED INVESTOR”)  THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR  HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER- DEALER) TO THE TRUSTEE A SIGNED LETTER  CONTAINING CERTAIN REPRESENTATIONS AND  AGREEMENTS RELATING TO THE RESTRICTIONS ON  TRANSFER OF THIS SECURITY (THE FORM OF WHICH  





 






      26  #22005590v10   LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR  THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN  AN OFFSHORE TRANSACTION IN COMPLIANCE WITH  RULE 904 UNDER THE SECURITIES ACT (IF  AVAILABLE), (E) PURSUANT TO THE EXEMPTION  FROM REGISTRATION PROVIDED BY RULE 144 UNDER  THE SECURITIES ACT (IF AVAILABLE), (F) IN  ACCORDANCE WITH ANOTHER EXEMPTION FROM  THE REGISTRATION REQUIREMENTS OF THE  SECURITIES ACT (AND BASED UPON AN OPINION OF  COUNSEL IF THE NARRAGANSETT ELECTRIC  COMPANY SO REQUESTS), OR (G) PURSUANT TO AN  EFFECTIVE REGISTRATION STATEMENT UNDER THE  SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE  TO EACH PERSON TO WHOM THIS SECURITY IS  TRANSFERRED A NOTICE SUBSTANTIALLY TO THE  EFFECT OF THIS LEGEND. NO REPRESENTATION CAN  BE MADE AS TO THE AVAILABILITY OF THE  EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF  THE SECURITY EVIDENCED HEREBY. IN CONNECTION  WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE  YEAR AFTER THE ORIGINAL ISSUANCE OF THIS  SECURITY, IF THE PROPOSED TRANSFEREE IS AN  ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR  TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND  THE NARRAGANSETT ELECTRIC COMPANY SUCH  CERTIFICATIONS, LEGAL OPINIONS OR OTHER  INFORMATION AS ANY OF THEM MAY REASONABLY  REQUIRE TO CONFIRM THAT SUCH TRANSFER IS  BEING MADE PURSUANT TO AN EXEMPTION FROM,  OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION REQUIREMENTS OF THE SECURITIES  ACT. AS USED HEREIN, THE TERMS “OFFSHORE  TRANSACTION,” “UNITED STATES” AND “U.S.  PERSON” HAVE THE MEANING GIVEN TO THEM BY  REGULATION S UNDER THE SECURITIES ACT.”  (B) Notwithstanding the foregoing, any Global Security or Definitive  Security issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv),  (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 3.10 (and all  Designated Securities issued in exchange therefor or  substitution thereof) shall not bear the Private Placement  Legend.  (ii) Global Security Legend Each Global Security shall bear a legend in  substantially the following form:  





 






      27  #22005590v10   “THIS GLOBAL SECURITY IS HELD BY THE DEPOSITORY (AS  DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR  ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE  BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE  TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT  (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS  MAY BE REQUIRED PURSUANT TO SECTION 3.10(g) OF THE  FIFTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL  SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART  PURSUANT TO SECTION 3.10(a) OF THE FIFTH SUPPLEMENTAL  INDENTURE, (III) THIS GLOBAL SECURITY MAY BE  DELIVERED TO THE TRUSTEE FOR CANCELLATION  PURSUANT TO SECTION 3.9 OF THE BASE INDENTURE AND  (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A  SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN  CONSENT OF THE COMPANY.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART  FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL  SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE  BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR  BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR  ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE  DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR  DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR  DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY  AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY  TRUST COMPANY (55 WATER STREET, NEW YORK, NEW  YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR  REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND  ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF  CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED  BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY  PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY  AS MAY BE REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR  OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO  ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED  OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”  (iii) Regulation S Temporary Global Security Legend The Regulation S  Temporary Global Security shall bear a legend in substantially the  following form:  “BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF  REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT  PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS  





 






      28  #22005590v10   ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION  IN ACCORDANCE WITH REGULATION S UNDER THE  SECURITIES ACT.”  (g) Cancellation and/or Adjustment of Global Securities At such time as all  beneficial interests in a particular Global Security have been exchanged for  Definitive Securities or a particular Global Security has been redeemed,  repurchased or canceled in whole and not in part, each such Global Security shall  be returned to or retained and canceled by the Trustee in accordance with Section  3.9 of the Base Indenture. At any time prior to such cancellation, if any beneficial  interest in a Global Security is exchanged for or transferred to a Person who will  take delivery thereof in the form of a beneficial interest in another Global Security  or for Definitive Securities, the principal amount of Securities represented by such  Global Security shall be reduced accordingly and an endorsement shall be made  on such Global Security by the Trustee or by the Depository at the direction of the  Trustee to reflect such reduction; and if the beneficial interest is being exchanged  for or transferred to a Person who will take delivery thereof in the form of a  beneficial interest in another Global Security, such other Global Security shall be  increased accordingly and an endorsement shall be made on such Global Security  by the Trustee or by the Depository at the direction of the Trustee to reflect such  increase.  (h) Automatic Exchange from Restricted Global Security to Unrestricted Global  Security At the option of the Company and upon compliance with the following  procedures, beneficial interests in a Restricted Global Security shall be exchanged  for beneficial interests in an Unrestricted Global Security. In order to effect such  exchange, the Company shall provide written notice to the Trustee instructing the  Trustee to (i) direct the Depository to transfer the specified amount of the  outstanding beneficial interests in a particular Restricted Global Security to an  Unrestricted Global Security and provide the Depository with all such information  as is necessary for the Depository to appropriately credit and debit the relevant  Holder accounts and (ii) provide prior written notice to all Holders of such  exchange, which notice must include the date such exchange is proposed to occur,  the CUSIP number of the relevant Restricted Global Security and the CUSIP  number of the Unrestricted Global Security into which such Holders’ beneficial  interests will be exchanged. As a condition to any such exchange pursuant to this  Section 3.10(h), the Trustee shall be entitled to receive from the Company, and  rely conclusively without any liability, upon an Officer’s Certificate and an  Opinion of Counsel to the Company, in form and in substance reasonably  satisfactory to the Trustee, to the effect that such transfer of beneficial interests to  the Unrestricted Global Security shall be effected in compliance with the  Securities Act. The Company may request from Holders such information it  reasonably determines is required in order to be able to deliver such Officer’s  Certificate and Opinion of Counsel. Upon such exchange of beneficial interests  pursuant to this Section 3.10(h), the Securities Registrar shall reflect on its books  and records the date of such transfer and a decrease and increase, respectively, in  the principal amount of the applicable Restricted Global Securities and the  





 






      29  #22005590v10   Unrestricted Global Securities, respectively, equal to the principal amount of  beneficial interests transferred. Following any such transfer pursuant to this  Section 3.10(h) of all of the beneficial interests in a Restricted Global Security,  such Restricted Global Security shall be cancelled.  (i) Transfers of Securities Held by Affiliates Any certificate (i) evidencing a  Designated Security that has been transferred to an affiliate (as defined in Rule  405 of the Securities Act) of the Company, as evidenced by a notation on the  certificate of transfer and certificate of exchange for such transfer or in the  representation letter delivered in respect thereof or (ii) evidencing a Designated  Security that has been acquired from an affiliate (other than by an affiliate) in a  transaction or a chain of transactions not involving any public offering, shall, until  one year after the last date on which either the Company or any affiliate of the  Company was an owner of such Designated Security, in each case, be in the form  of a permanent definitive security and bear the private placement legend subject  to the restrictions in this Section 3.10. The Securities Registrar shall retain copies  of all letters, notices and other written communications received pursuant to this  Section 3.10. The Company, at its sole cost and expense, shall have the right to  inspect and make copies of all such letters, notices or other written  communications at any reasonable time upon the giving of reasonable advance  written notice to the Trustee.  





 






In witness whereof, each of the parties hereto has caused this Fifth Supplemental Indenture to be  duly executed on its behalf as of the date first above written.  THE NARRAGANSETT ELECTRIC COMPANY,  as Company  By:  Name:  Title:  [Signature Page to Fifth Supplemental Indenture] 





 






In witness whereof, each of the parties hereto has caused this Fifth Supplemental Indenture to be  duly executed on its behalf as of the date first above written.  THE BANK OF NEW YORK MELLON,  acting through its London Branch,  as Trustee and Paying Agent  -:;1⁄4 __ ,f(LV'�'-- V,ce President  Tttle: ;,u1hortsed Signatory  Digitally  signed by  Marilyn Chau  THE BANK OF NEW YORK MELLON,  as Securities Registrar  By:  By: 1⁄4 - - ' j (L  L/'�'- V1ce President  Title: t--.;thorised Signatory  Digitally  signed by  Marilyn Chau  [ Signature Page to Fifth Supplemental Indenture]  





 






    A-1  #22005590v10   Exhibit A   Form of Designated Security  [Face of Designated Security]  [Insert Global Security Legend, if applicable pursuant to the provisions of the Fifth Supplemental  Indenture.]  [Insert Private Placement Legend, if applicable pursuant to the provisions of the Fifth  Supplemental Indenture.]  [Insert Regulation S Temporary Global Security Legend, if applicable pursuant to the provisions  of the Fifth Supplemental Indenture.]  





 






    A-2  #22005590v10     CUSIP: [●]  ISIN: [●]  THE NARRAGANSETT ELECTRIC COMPANY  3.395% Senior Notes due 2030  No. ____ [$__________]    THE NARRAGANSETT ELECTRIC COMPANY, a Rhode Island company (the “Company”),  for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal  sum [of $______ _] [set forth on the Schedule of Exchanges of Interests in the Global  Security attached hereto] on April 9, 2030 and to pay interest thereon from April 9, 2020 or from  the most recent Interest Payment Date to which interest has been paid or duly provided for, semi- annually in arrears on April 9 and October 9 of each year, commencing October 9, 2020, at the  rate of 3.395% per annum until Maturity, and at Maturity.  Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.  Except as described below for the first Interest Payment Date, on each Interest Payment Date, the  Company will pay interest on the Designated Securities for the period commencing on and  including the immediately preceding Interest Payment Date and ending on and excluding such  Interest Payment Date. On the first Interest Payment Date, the Company will pay interest for the  period commencing on and including the Issue Date and ending on and excluding the first  Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the  interest payment shall be postponed to the next day that is a Business Day, without interest  accruing on the amount then so payable from such day that is not a Business Day until such  Business Day. If the Maturity of any Designated Security is not a Business Day, payment of  principal, premium, if any, and interest on the applicable Designated Security will be made on  the next succeeding day that is a Business Day, without interest accruing on the amount then so  payable from such day that is not a Business Day until such Business Day.  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date  will, as provided in the Indenture, be paid to the Person in whose name the Designated Securities  represented hereby (or one or more Predecessor Securities) are registered at the close of business  on the Regular Record Date for such Interest Payment Date, which shall be March 25 and  September 25, as the case may be, preceding the applicable Interest Payment Date. Any such  interest not so punctually paid or duly provided for will forthwith cease to be payable to the  Holder on such Regular Record Date and may either be paid to the Person in whose name the  Designated Securities represented hereby (or one or more Predecessor Securities) are registered  at the close of business on a Special Record Date for the payment of such Defaulted Interest to  be fixed by or on behalf of the Company, notice whereof shall be given to Holders of Designated  Securities not less than 15 days prior to such Special Record Date, or be paid at any time in any  other lawful manner not inconsistent with the requirements of any securities exchange on which  the Designated Securities may be listed, and upon such notice as may be required by such  exchange, all as more fully provided in the Indenture.  





 






    A-3  #22005590v10   The Bank of New York Mellon, acting through its London Branch, shall initially act as Trustee  and Paying Agent, and The Bank of New York Mellon shall initially act as Securities Registrar,  with respect to the Designated Securities.  Reference is hereby made to the further provisions of the Designated Securities set forth on the  reverse hereof, which further provisions shall for all purposes have the same effect as if set forth  at this place.  Unless the certificate of authentication hereon has been executed by the Trustee, directly or  through an Authenticating Agent, by manual or electronic signature of an authorized signatory,  the Designated Securities represented hereby shall not be entitled to any benefit under the  Indenture or be valid or obligatory for any purpose.  





 






    A-4  #22005590v10     In witness whereof, the Company has caused this instrument to be duly executed manually or in  facsimile.  Dated: April 9, 2020  THE NARRAGANSETT ELECTRIC COMPANY  By:    Name:    Title:     





 






    A-5  #22005590v10     CERTIFICATE OF AUTHENTICATION  This is one of the Securities of the series designated therein referred to in the within-mentioned  Indenture.  Dated: April 9, 2020  THE BANK OF NEW YORK MELLON,  acting through its London Branch,  as Trustee  By:    Name:   Title:    





 






    A-6  #22005590v10     [Reverse of Designated Security]  THE NARRAGANSETT ELECTRIC COMPANY  This Designated Security represents a duly authorized issue of 3.395% Senior Notes due 2030  (the “Designated Securities”), issued under an Indenture, dated as of March 22, 2010 (as  supplemented by a First Supplemental Indenture, dated as of March 22, 2010, a Second  Supplemental Indenture, dated as of March 22, 2010, a Third Supplemental Indenture, dated as  of December 10, 2012, and a Fourth Supplemental Indenture, dated as of July 27, 2018, the  “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the  “Trustee,” which term includes any successor trustee under the Indenture), as supplemented  with respect to the Designated Securities by the Fifth Supplemental Indenture, dated as of April  9, 2020, between the Company, The Bank of New York Mellon, acting through its London  Branch, as Trustee and Paying Agent and the Bank of New York Mellon, as Securities Registrar  (together with the Base Indenture, the “Indenture”). Reference is hereby made to the Indenture  for a statement of the respective rights, limitations of rights, duties and immunities thereunder of  the Company, the Trustee and the Holders of the Designated Securities and of the terms upon  which the Designated Securities are, and are to be, authenticated and delivered.  At any time and from time to time, the Company may redeem all or a part of the Designated  Securities, upon not less than 30 nor more than 60 days’ prior notice delivered to the registered  address of each Holder of Designated Securities or otherwise in accordance with the procedures  of the Depository.  If the Company elects to redeem the Designated Securities prior to January 9,  2030, the Company shall pay a Redemption Price, as calculated by the Company, equal to the  greater of (1) 100% of the principal amount of the Designated Securities redeemed and (2) the  present value at such Redemption Date of (i) the principal amount of such Designated Securities  on the Redemption Date, plus (ii) all required interest payments due on such Designated  Securities through January 9, 2030 (three months prior to the maturity date), computed using a  discount rate equal to the Treasury Rate determined on the second Business Day preceding the  Redemption Date plus 40 basis points, less accrued and unpaid interest, plus, in each case,  accrued and unpaid interest, if any, to the Redemption Date, subject to the rights of Holders of  Designated Securities at the close of business on the relevant Regular Record Date to receive  interest due on the relevant Interest Payment Date.  If the Company elects to redeem the  Designated Securities on or after January 9, 2030 (the date that is three months prior to the  maturity date), the Company shall pay a Redemption Price equal to 100% of the principal  amount of the Designated Securities to be redeemed plus accrued and unpaid interest thereon to,  but not including, the Redemption Date, subject to the rights of Holders of Designated Securities  at the close of business on the relevant record date to receive interest due on the relevant Interest  Payment Date.  “Treasury Rate” means, as calculated by the Company, as of any Redemption Date, the yield to  maturity (computed as of the second Business Day immediately preceding that Redemption  Date) of United States Treasury securities with a constant maturity most nearly equal to the  period from the Redemption Date to January 9, 2030 (three months prior to the maturity date);  provided, however, that if the period from the Redemption Date to such date is less than one  





 






    A-7  #22005590v10   year, the weekly average yield on actually traded United States Treasury securities adjusted to a  constant maturity of one year will be used.  If an Event of Default with respect to the Designated Securities shall occur and be continuing,  principal of, premium, if any, and accrued but unpaid interest on the Designated Securities may  be declared due and payable in the manner, with the effect and subject to the conditions provided  in the Indenture.  The Indenture permits, with certain exceptions as therein provided, the amendment thereof and  the modification of the rights and obligations of the Company and the rights of the Holders of the  Securities of each series to be affected under the Indenture at any time by the Company and the  Trustee with the consent of the Holders of a majority in principal amount of the securities at the  time Outstanding of each series to be affected. The Indenture also contains provisions permitting  the Holders of specified percentages in principal amount of the Securities of each series at the  time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance  by the Company with certain provisions of the Indenture and certain past defaults under the  Indenture and their consequences. Any such consent or waiver by the Holder of the Designated  Securities represented by this Designated Security shall be conclusive and binding upon such  Holder and upon all future Holders of the Designated Securities represented by this Designated  Security and of the Designated Securities represented by any Designated Security issued upon  the registration of transfer of the Designated Securities represented by this Designated Security  or in exchange thereof or in lieu thereof, whether or not notation of such consent or waiver is  made upon this Designated Security.  No reference herein to the Indenture and no provision of the Designated Securities or of the  Indenture shall alter or impair the obligation of the Company, which is absolute and  unconditional, to pay the principal of, premium, if any, and interest and, to the extent that  payment of such interest shall be legally enforceable, interest on any overdue principal or  premium or any overdue interest, on the Designated Securities at the rate or rates herein  prescribed.  As provided in the Indenture, the Company shall cause to be kept at the Corporate Trust Office  of the Trustee a Register in which, subject to such reasonable regulations as it may prescribe, the  Company shall provide for the registration of Designated Securities and of transfers of  Designated Securities.  No service charge shall be made for any such registration of transfer or exchange, but the  Company may require payment of a sum sufficient to cover any tax or other governmental  charge that may be imposed in connection with any registration of transfer or exchange, other  than as set forth in the Indenture.  Prior to due presentment of this Designated Security for registration of transfer of any  Designated Security represented hereby, the Company, the Trustee and any agent of the  Company or the Trustee may treat the Person in whose name this Designated Security is  registered as the owner of this Designated Security for the purpose of receiving payment of  principal of and any premium and (subject to Section 3.8 of the Base Indenture) any interest on  such Security and for all other purposes whatsoever, whether or not this Designated Security be  





 






    A-8  #22005590v10   overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee  shall be affected by notice to the contrary.  THE INDENTURE AND THE DESIGNATED SECURITIES SHALL BE GOVERNED BY,  AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW  YORK.  All capitalized terms used herein which are not otherwise defined herein shall have the meanings  assigned to them in the Indenture.  





 






    A-9  #22005590v10     Schedule of Exchanges of Interests in the Global Security1  The initial outstanding principal amount of this Global Security is $ _. The following  exchanges of a part of this Global Security for an interest in another Global Security or for a  Definitive Security, or exchanges of a part of another Global or Definitive Security for an  interest in this Global Security, have been made:  Date of  Exchange  Amount of  decrease in  Principal  Amount  Amount of  increase in  Principal  Amount of this  Global Note  Principal  Amount of this  Global Note  following each  decrease or  increase  Signature of  authorized  signatory of  Trustee or  Custodian                                                                              1 This schedule should be included only if the Designated Security is issued in global form.  





 






    A-10  #22005590v10     





 






    B-1  #22005590v10   Exhibit B   Form of Certificate of Transfer  c/o The Narragansett Electric Company  280 Melrose Street  Providence, Rhode Island 02907  United States of America  Attention: Treasurer  The Bank of New York Mellon, acting through its London Branch  Corporate Trust Services   One Canada Square  London E14 5AL   United Kingdom  Facsimile No.: +44 (0) 207 964 2536  Attention: Corporate Trust Administration   Re: 3.395% Senior Notes due 2030  Reference is hereby made to the Indenture, dated as of March 22, 2010, between The  Narragansett Electric Company and The Bank of New York Mellon as Trustee, as supplemented  by the First Supplemental Indenture, dated as of March 22, 2010, the Second Supplemental  Indenture, dated as of March 22, 2010, the Third Supplemental Indenture, dated as of December  10, 2012, the Fourth Supplemental Indenture, dated as of July 27, 2018, and the Fifth  Supplemental Indenture, dated as of April 9, 2020, between The Narragansett Electric Company,  The Bank of New York Mellon, acting through its London Branch, as Trustee and Paying Agent  and The Bank of New York Mellon as Securities Registrar (collectively, the “Indenture”).  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in  the Indenture.      (the “Transferor”) owns and proposes to transfer the Designated  Securities or interests in such Designated Securities specified in Annex A, in the principal  amount of $    in such Designated Securities or interests (the “Transfer”),  to     _ (the “Transferee”), as further specified in Annex A. In  connection with the Transfer, the Transferor hereby certifies that:  [CHECK ALL THAT APPLY]  1 ☐ Check if Transferee will take delivery of a beneficial interest in the 144A Global  Security or a Definitive Security pursuant to Rule 144A. The Transfer is being effected  pursuant to and in accordance with Rule 144A under the United States Securities Act of  1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further  certifies that the beneficial interest or Definitive Security is being transferred to a Person  that the Transferor reasonably believes is purchasing the beneficial interest or Definitive  Security for its own account, or for one or more accounts with respect to which such  Person exercises sole investment discretion, and such Person and each such account is a  “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting  





 






    B-2  #22005590v10   the requirements of Rule 144A and such Transfer is in compliance with any applicable blue  sky securities laws of any state of the United States.  2 ☐ Check if Transferee will take delivery of a beneficial interest in the Regulation S  Global Security or a Definitive Security pursuant to Regulation S. The Transfer is  being effected pursuant to and in accordance with Rule 903 or Rule 904 under the  Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer  is not being made to a person in the United States and (x) at the time the buy order was  originated, the Transferee was outside the United States or such Transferor and any Person  acting on its behalf reasonably believed and believes that the Transferee was outside the  United States or (y) the transaction was executed in, on or through the facilities of a  designated offshore securities market and neither such Transferor nor any Person acting on  its behalf knows that the transaction was prearranged with a buyer in the United States, (ii)  no directed selling efforts have been made in contravention of the requirements of Rule  903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not  part of a plan or scheme to evade the registration requirements of the Securities Act and  (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period,  the transfer is not being made to a U.S. Person or for the account or benefit of a U.S.  Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in  accordance with the terms of the Indenture, the transferred beneficial interest or Definitive  Security will be subject to the restrictions on Transfer enumerated in the Indenture and the  Securities Act.  3 ☐ Check and complete if Transferee will take delivery of a beneficial interest in the  Restricted Definitive Security pursuant to any provision of the Securities Act other  than Rule 144A or Regulation S. The Transfer is being effected in compliance with the  transfer restrictions applicable to beneficial interests in Restricted Global Securities and  Restricted Definitive Securities and pursuant to and in accordance with the Securities Act  and any applicable blue sky securities laws of any state of the United States, and  accordingly the Transferor hereby further certifies that (check one):  (a) [ ] such Transfer is being effected pursuant to and in accordance with Rule 144  under the Securities Act;  OR  (b) [ ] such Transfer is being effected to the Company or a subsidiary thereof;  OR  (c) [ ] such Transfer is being effected pursuant to an effective registration statement  under the Securities Act and in compliance with the prospectus delivery  requirements of the Securities Act.  4 ☐ Check if Transferee will take delivery of a beneficial interest in an Unrestricted  Global Security or of an Unrestricted Definitive Security.  





 






    B-3  #22005590v10   (a) ☐ Check if Transfer is Pursuant to Rule 144. (i) The Transfer is being effected  pursuant to and in accordance with Rule 144 under the Securities Act and in  compliance with the transfer restrictions contained in the Indenture and any  applicable blue sky securities laws of any state of the United States and (ii) the  restrictions on transfer contained in the Indenture and the Private Placement Legend  are not required in order to maintain compliance with the Securities Act. Upon  consummation of the proposed Transfer in accordance with the terms of the  Indenture, the transferred beneficial interest or Definitive Security will no longer be  subject to the restrictions on transfer enumerated in the Private Placement Legend  printed on the Restricted Global Securities, on Restricted Definitive Securities and  in the Indenture.  (b) ☐ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being  effected pursuant to and in accordance with Rule 903 or Rule 904 under the  Securities Act and in compliance with the transfer restrictions contained in the  Indenture and any applicable blue sky securities laws of any state of the United  States and (ii) the restrictions on transfer contained in the Indenture and the Private  Placement Legend are not required in order to maintain compliance with the  Securities Act. Upon consummation of the proposed Transfer in accordance with  the terms of the Indenture, the transferred beneficial interest or Definitive Security  will no longer be subject to the restrictions on transfer enumerated in the Private  Placement Legend printed on the Restricted Global Securities, on Restricted  Definitive Securities and in the Indenture.  (c) ☐ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being  effected pursuant to and in compliance with an exemption from the registration  requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in  compliance with the transfer restrictions contained in the Indenture and any  applicable blue sky securities laws of any State of the United States and (ii) the  restrictions on transfer contained in the Indenture and the Private Placement Legend  are not required in order to maintain compliance with the Securities Act. Upon  consummation of the proposed Transfer in accordance with the terms of the  Indenture, the transferred beneficial interest or Definitive Security will not be  subject to the restrictions on transfer enumerated in the Private Placement Legend  printed on the Restricted Global Securities or Restricted Definitive Securities and in  the Indenture.  This certificate and the statements contained herein are made for your benefit and the benefit of  the Company.  [Insert Name of Transferor]  By:    Name:   Title:    





 






    B-4  #22005590v10   Dated: _____________________ 





 






    B-5  #22005590v10     Annex A to Certificate of Transfer  1 The Transferor owns and proposes to transfer the following:  [CHECK ONE OF (a) OR (b)]  (a) ☐ a beneficial interest in the:  (i) ☐ 144A Global Security (CUSIP [ _] [ ]), or  (ii) ☐ Regulation S Global Security (CUSIP [ _] [ ]), or  (b) ☐ a Restricted Definitive Security.  2 After the Transfer the Transferee will hold:  [CHECK ONE]  (a) ☐ a beneficial interest in the:  (i) ☐ 144A Global Security (CUSIP [ _] [ ]), or  (ii) ☐ Regulation S Global Security (CUSIP [ _] [ ]),  or  (iii) ☐ Unrestricted Global Security (CUSIP [ ] [ ]);  or  (b) ☐ a Restricted Definitive Security; or  (c) ☐ an Unrestricted Definitive Security, in accordance with the terms of the  Indenture.  





 






    C-1  #22005590v10   Exhibit C   Form of Certificate of Exchange  c/o The Narragansett Electric Company  280 Melrose Street  Providence, Rhode Island 02907  United States of America  Attention: Treasurer    The Bank of New York Mellon, acting through its London Branch  Corporate Trust Services   One Canada Square  London E14 5AL   United Kingdom  Facsimile No.: +44 (0) 207 964 2536  Attention: Corporate Trust Administration   Re: 3.395% Senior Notes due 2030  Reference is hereby made to the Indenture, dated as of March 22, 2010, between The  Narragansett Electric Company and The Bank of New York Mellon as Trustee, as supplemented  by the First Supplemental Indenture, dated as of March 22, 2010, the Second Supplemental  Indenture, dated as of March 22, 2010, the Third Supplemental Indenture, dated as of December  10, 2012, the Fourth Supplemental Indenture, dated as of July 27, 2018, and the Fifth  Supplemental Indenture, dated as of April 9, 2020, between The Narragansett Electric Company,  The Bank of New York Mellon, acting through its London Branch, as Trustee and Paying Agent  and The Bank of New York Mellon as Securities Registrar (collectively, the “Indenture”).  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in  the Indenture.       (the “Owner”) owns and proposes to exchange the Designated  Securities or interests in such Designated Securities specified herein, in the principal amount of   $    in such Designated Securities or interests (the “Exchange”). In  connection with the Exchange, the Owner hereby certifies that:  1 Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted  Global Security for Unrestricted Definitive Securities or Beneficial Interests in an  Unrestricted Global Security  (a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Security  to beneficial interest in an Unrestricted Global Security. In connection with the  Exchange of the Owner’s beneficial interest in a Restricted Global Security for a  beneficial interest in an Unrestricted Global Security in an equal principal amount,  the Owner hereby certifies (i) the beneficial interest is being acquired for the  Owner’s own account without transfer, (ii) such Exchange has been effected in  compliance with the transfer restrictions applicable to the Global Security and  pursuant to and in accordance with the United States Securities Act of 1933, as  





 






    C-2  #22005590v10   amended (the “Securities Act”), (iii) the restrictions on transfer contained in the  Indenture and the Private Placement Legend are not required in order to maintain  compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted  Global Security is being acquired in compliance with any applicable blue sky  securities laws of any state of the United States.  (b) ☐ Check if Exchange is from beneficial interest in a Restricted Global Security  to Unrestricted Definitive Security. In connection with the Exchange of the  Owner’s beneficial interest in a Restricted Global Security for an Unrestricted  Definitive Security, the Owner hereby certifies (i) the Definitive Security is being  acquired for the Owner’s own account without transfer, (ii) such Exchange has been  effected in compliance with the transfer restrictions applicable to the Restricted  Global Securities and pursuant to and in accordance with the Securities Act, (iii) the  restrictions on transfer contained in the Indenture and the Private Placement Legend  are not required in order to maintain compliance with the Securities Act and (iv) the  Definitive Security is being acquired in compliance with any applicable blue sky  securities laws of any state of the United States.  (c) ☐ Check if Exchange is from Restricted Definitive Security to beneficial  interest in an Unrestricted Global Security. In connection with the Owner’s  Exchange of a Restricted Definitive Security for a beneficial interest in an  Unrestricted Global Security, the Owner hereby certifies (i) the beneficial interest is  being acquired for the Owner’s own account without transfer, (ii) such Exchange  has been effected in compliance with the transfer restrictions applicable to  Restricted Definitive Securities and pursuant to and in accordance with the  Securities Act, (iii) the restrictions on transfer contained in the Indenture and the  Private Placement Legend are not required in order to maintain compliance with the  Securities Act and (iv) the beneficial interest is being acquired in compliance with  any applicable blue sky securities laws of any state of the United States.  (d) ☐ Check if Exchange is from Restricted Definitive Security to Unrestricted  Definitive Security. In connection with the Owner’s Exchange of a Restricted  Definitive Security for an Unrestricted Definitive Security, the Owner hereby  certifies (i) the Unrestricted Definitive Security is being acquired for the Owner’s  own account without transfer, (ii) such Exchange has been effected in compliance  with the transfer restrictions applicable to Restricted Definitive Securities and  pursuant to and in accordance with the Securities Act, (iii) the restrictions on  transfer contained in the Indenture and the Private Placement Legend are not  required in order to maintain compliance with the Securities Act and (iv) the  Unrestricted Definitive Security is being acquired in compliance with any  applicable blue sky securities laws of any state of the United States.  2 Exchange of Restricted Definitive Securities or Beneficial Interests in Restricted  Global Securities for Restricted Definitive Securities or Beneficial Interests in  Restricted Global Securities  





 






    C-3  #22005590v10   (a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Security  to Restricted Definitive Security. In connection with the Exchange of the Owner’s  beneficial interest in a Restricted Global Security for a Restricted Definitive  Security with an equal principal amount, the Owner hereby certifies that the  Restricted Definitive Security is being acquired for the Owner’s own account  without transfer. Upon consummation of the proposed Exchange in accordance with  the terms of the Indenture, the Restricted Definitive Security issued will continue to  be subject to the restrictions on transfer enumerated in the Private Placement  Legend printed on the Restricted Definitive Security and in the Indenture and the  Securities Act.  (b) ☐ Check if Exchange is from Restricted Definitive Security to beneficial  interest in a Restricted Global Security. In connection with the Exchange of the  Owner’s Restricted Definitive Security for a beneficial interest in the [CHECK  ONE] ☐ 144A Global Security ☐ Regulation S Global Security, with an equal  principal amount, the Owner hereby certifies (i) the beneficial interest is being  acquired for the Owner’s own account without transfer and (ii) such Exchange has  been effected in compliance with the transfer restrictions applicable to the  Restricted Global Securities and pursuant to and in accordance with the Securities  Act, and in compliance with any applicable blue sky securities laws of any state of  the United States. Upon consummation of the proposed Exchange in accordance  with the terms of the Indenture, the beneficial interest issued will be subject to the  restrictions on transfer enumerated in the Private Placement Legend printed on the  relevant Restricted Global Security and in the Indenture and the Securities Act.  





 






    C-4  #22005590v10     This certificate and the statements contained herein are made for your benefit and the benefit of  the Company and are dated    .  [Insert Name of Transferor]  By:    Name:   Title:    Dated: _____________________