ppl-6302022_ex4a3






068301-0006-1 00 1 6-Active. 1 187854 7.4  SECOND SUPPLEMENTAL INDENTURE  among  THE NARRAGANSETT ELECTRIC COMPANY  as Issuer,  and  THE BANK OF NEW YORK MELLON,  as Trustee and Paying Agent  March 22, 2010  $300,000,000  5.638% SENIOR NOTES DUE 2040  EXECUTION COPY  





 






TABLE OF CONTENTS  PAGE  ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ................. 1  SECTION 1.1.  SECTION 1.2.  SECTION 1.3.  SECTION 1.4.  SECTION 1.5.  SECTION 1.6.  SECTION 1.7.  SECTION 1.8.  SECTION 1.9.  SECTION 1.10.  Definitions .......................................................................................... 1  Conflict with Trust Indenture Act ....................................................... .4  Effect of Headings and Table of Contents .. ......................................... .4  Successors and Assigns ....................................................................... 4  Separability Clause ............................................................................. 4  Benefits of Supplemental Indenture ..................................................... 5  Governing Law ................................................................................... 5  Execution in Counterparts .................................................................. 5  Recitals by the Issuer .......................................................................... 5  Ratification and Incorporation of Original Indenture .......................... 5  ARTICLE 2 DESIGNATED SECURITIES .............................................................................. 5  SECTION 2.1.  SECTION 2.2.  SECTION 2.3.  SECTION 2.4.  SECTION 2.5.  SECTION 2.6.  SECTION 2.7.  SECTION 2.8.  SECTION 2.9.  EXHIBIT A  EXHIBITB  EXHIBIT C  Creation of Designated Securities ....................................................... 5  Aggregate Principal Amount of Designated Securities ... ..................... 5  Payment of Principal .. ........................................................................ 6  Interest and Interest Rate .................................................................... 6  Paying Agent ...................................................................................... 7  Place of Payment .............................................................................. 1 0  Denominations .................................................................................. 1 0  Form; Terms ..................................................................................... 10  Transfer and Exchange ..................................................................... 12  Form of Designated Security .......................................................... A-I  Form of Certificate of Transfer ....................................................... B-1  Form of Certificate of Exchange ..................................................... C-1  068301·0006-I0016·Active. 1 1878547.4  





 






THIS SECOND SUPPLEMENTAL INDENTURE, dated as of March 22,2010, between  The Narragansett Electric Company, a Rhode Island company (the "Issuer"), and The  Bank ofN ew York Mellon, aNew York banking corporation duly organized and existing  under the laws of the State of New York, as trustee (the "Trustee") and paying agent (the  "Paying Agent").  WHEREAS, the Issuer has heretofore entered into an Indenture, dated as of March  22,2010 (the "Original Indenture"), with the Trustee;  WHEREAS, the Original Indenture, as supplemented by this Supplemental  Indenture, is herein called the "Indenture";  WHEREAS, pursuant to Section 3.1 of the Original Indenture, the Issuer proposes  to create a new series of Securities under the Indenture;  WHEREAS, the Issuer hereby resolves to issue Designated Securities (as such term  is defined in Section 2.1 hereof) in an aggregate principal amount of $300,000,000 and  with the terms and conditions set forth in this Supplemental Indenture; and  WHEREAS, all things necessary to make this Supplemental Indenture a valid  agreement of the Issuer, 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 1  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  SECTION 1.1. Definitions. For all purposes of this 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;  (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  Supplemental Indenture;  (d) the words "herein", "hereof' and "hereunder" and other words of similar  import refer to this Supplemental Indenture as a whole and not to any particular  Article, Section or other subdivision; and  1  068301-0006-10016-Active.11878547.4  





 






(e) all terms used but not defined in this Supplemental Indenture, which are  defined in the Original Indenture, shall have the meanings assigned to them in the  Original Indenture.  "Additional Designated Securities" has the meaning ascribed in Section 2.2.  "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 that apply to such transfer or exchange.  "Business Day" means each day which is not a Legal Holiday.  "Clearstream" means Clearstream Banking, Societe 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 2.9 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 2.1.  "Euroclear" means Euroclear Bank, S.A.IN.V., as operator of the Euroclear  system.  "Global Security Legend" means the legend set forth in Section 2.9(f)(ii) hereof,  which is required to be placed on all Global Securities issued under this 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 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 ofInterests 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 2.2.  "Interest Payment Date" has the meaning ascribed in Section 2.4(b).  "Issue Date" means March 22,2010.  2  068301-0006-1 0016-Active.1187854 7.4  





 






"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 N ew York.  "Non-U.S. Person" means a Person who is not a U.S. Person.  "Participant" means, with respect to the Depository, Euroc1ear or Clearstream, a  Person who has an account with the Depository, Euroc1ear or Clearstream, respectively  (and, with respect to DTC, shall include Euroc1ear and Clearstream).  "Private Placement Legend" means the legend set forth in Section 2.09(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 1 or September 1, 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.  "Regulation S Temporary Global Security Legend" means the legend set forth  in Section 2.09(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.  3  068301·0006·10016·Active.11878547.4  





 






"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 March 15, 2040.  "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  Indenture.  "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 attached 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 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 Supplemental Indenture, the latter provision shall controL If any provision of  this Supplemental Indenture modifies or excludes any provision of the Trust Indenture  Act that may be so modified or excluded, the formerprovision shall control.  SECTION 1.3. Effect a/Headings and Table a/Contents. The Article and  Section headings herein and the Table of Contents are for convenience only and shall not  affect the construction hereof.  SECTION 1.4. Successors and Assigns. All covenants and agreements in this  Supplemental Indenture by the Issuer shall bind its successors and assigns, whether so  expressed or not.  SECTION 1.5. Separability Clause. In case any provision in this Supplemental  Indenture shall be invalid, illegal or unenforceable, the validity, legality and  enforceability ofthe remaining provisions shall not in any way be affected or impaired  thereby.  4  068301-0006-1 0016-Active.1187854 7.4  





 






SECTION 1.6. Benefits of 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 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 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.  SECTION 1.9. Recitals by the Issuer. The recitals in this Supplemental  Indenture are made by the Issuer only and not by the Trustee, and all of the provisions  contained in the Original Indenture in respect of the rights, privileges, immunities,  powers and duties of the Trustee shall be applicable in respect of the Designated  Securities and of this Supplemental Indenture as fully and with like effect as if set forth  herein in full.  SECTION 1.10. Ratification and Incorporation of Original Indenture. As  supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and  the Original Indenture and this Supplemental Indenture shall be read, taken and construed  as one and the same instrument.  ARTICLE 2  DESIGNATED SECURITIES  SECTION 2.1. Creation of Designated Securities. There is hereby created a  new series of Securities to be issued under the Indenture, to be designated as "5.638%  Senior Notes due 2040" (the "Designated Securities").  SECTION 2.2. Aggregate Principal Amount of Designated Securities. The  aggregate principal amount of the Designated Securities shall initially be limited to  $300,000,000 (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 Section 3.6,3.7,3.10 or 10.6 of the Original Indenture and except for any  Designated Securities which, pursuant to Section 3.3 of the Original Indenture, are  deemed never to have been authenticated and delivered under the Indenture) (the "Initial  Designated Securities"). The Issuer 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 Designated Securities, having the same terms and conditions in all material  respects as the Initial Designated Securities ("Additional Designated Securities"). Any  Additional Designated Securities shall be consolidated with and form a single class with  the Initial Designated Securities and have the same terms as to status, redemption or  5  068301-0006-10016-Active.11878547.4  





 






otherwise as the Initial Designated Securities. Additional Designated Securities issued  with the same CUSIP, ISIN or other identifying number as the CUSIP, ISIN or other  identifying number of the 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 Supplemental Indenture  include the Initial Designated Securities and any Additional Designated Securities  actually issued.  SECTION 2.3. Payment of Principal. The principal of the Outstanding  Designated Securities shall be due and payable at the Stated Maturity.  SECTION 2.4. Interest and Interest Rate.  (a) The Designated Securities will bear interest at 5.638% per annum from the  Issue Date until Maturity.  (b) The Issuer will pay interest on the Designated Securities semi-annually in  arrears on March 15 and September 15 of each year, commencing September 15,  2010, until Maturity, and at Maturity (each an "Interest Payment Date").  (c) Interest on the Designated Securities will be computed on the basis ofa  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 Issuer 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 Issuer 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 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.  (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.  6  068301-0006-10016-Active.1187854 7.4  





 






SECTION 2.5. Paying Agent.  (a) Upon the tenns and subject to the conditions contained herein, the Issuer  hereby appoints The Bank of New York Mellon as the initial Paying Agent under  the Indenture for the purpose ofperfonning the functions of the Paying Agent  with respect to the Designated Securities.  (b) The Paying Agent shall exercise due care in perfonning the functions of  the Paying Agent for the Designated Securities.  (c) The Paying Agent accepts its obligations set forth herein, upon the tenns  and subject to the conditions hereof, including the following, to all of which the  Issuer agrees:  (i) The Paying Agent shall be entitled to such compensation as may  be agreed in writing with the Issuer for all services rendered by the Paying  Agent, and the Issuer 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 such  invoices as the Issuer shall reasonably require. The Issuer 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  hannless 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 acting as Paying Agent hereunder, except such as may  result 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 hannless by the Issuer for, or in  respect of, any action taken or omitted by it in good faith in reliance upon  written instructions from the Issuer. The provisions of this paragraph shall  survive the tennination of this 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  Issuer and does not assume 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 tenns 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  7  068301-0006-10016-Active.1187854 7.4  





 






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 Issuer 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 Issuer (which consent shall not be unreasonably withheld) perform any  duties hereunder either directly or by or through agents or attorneys 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 7.2U) of the Original 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 Issuer of such intention on its part, specifying  8  068301-0006-10016-Active.11878547.4  





 






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 Issuer, unless the Issuer 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 Issuer 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 2. 1 (d)(i), such  resignation or removal shall take effect only upon the date of the  appointment by the Issuer, as hereinafter provided, and the acceptance  thereof, of a successor Paying Agent. Ifwithin 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 Issuer's cost, as per  Section 2.5(c)(i) hereof A successor Paying Agent shall be appointed by  the Issuer by an instrument in writing signed on behalf of the Issuer by any  proper officer or an authorized person thereof and the successor Paying  Agent. Upon the appointment of a successor Paying Agent and  acceptance 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 Issuer 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 2.5(c)(i) hereof.  (ii) Any successor Paying Agent appointed hereunder shall execute  and deliver to its predecessor and to the Issuer 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 Issuer 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  9  068301-0006-10016-Active.11878547.4  





 






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  Issuer 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  Original 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 Issuer in writing): The Bank of New York Mellon,  Corporate Trust Services, One Canada Square, London E14 5AL, United  Kingdom, Fax: +44-(0)20-7964-2536, Attention: Corporate Trust  Services, with a copy to: The Bank of New York Mellon, Global Trust  Services, 101 Barclay Street, New York, New York, Fax: (212) 815-5366.  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 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 2.6. Place of Payment. The place or places where, subject to the  provisions of Section 4.2 of the Original 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 Issuer 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 2.7. Denominations. The Designated Securities shall be issued in  denominations of $1,000 and integral multiples of $1,000.  SECTION 2.8. Form; Terms.  (a) The Designated Securities shall be substantially in the form of Exhibit A.  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 (including the Global Security Legend thereon and the  "Schedule of Exchanges of Interests in the Global Security" attached thereto).  10  068301·0006·10016·Active.11878547.4  





 






Designated Securities issued in definitive fonn shall be substantially in the fonn  of Exhibit A attached 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 2.9 hereof.  (c) Designated Securities offered and sold in reliance on Regulation S shall be  issued initially in the fonn 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 Euroc1ear or Clearstream, duly  executed by the Company and authenticated by the Trustee as hereinafter  provided. The Restricted Period shall be tenninated upon the receipt by the  Trustee of:  (i) a written certificate from the Depository (if available), together  with copies of certificates from Euroc1ear and Clearstream (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 2.9(b) hereof); and  (ii) an Officer's Certificate from the Issuer.  Following the tennination of the Restricted Period, beneficial interests in  each Regulation S Temporary Global Security shall be exchanged for beneficial  interests in the Regulation S Pennanent Global Security of the same series  pursuant to the Applicable Procedures. Simultaneously with the authentication of  the corresponding Regulation S Pennanent 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 Pennanent Global Security may from time to time be increased or  11  068301-0006-10016-Active.11878547.4  





 






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 Issuer  and the Trustee, by their execution and delivery of this 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 ofEuroclear" and the "General Terms and  Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream  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.  SECTION 2.9. Transfer and Exchange. The transfer or exchange of Designated  Securities shall be effected in accordance with Section 3.6 of the Original Indenture and  this Section 2.9.  (a) Transfer and Exchange of Global Securities. Except as otherwise set forth  in this Section 2.9, 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 Issuer 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 Issuer within 120 days or (ii) there shall have occurred and be continuing a  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 Original 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 2.9 or Section 3.7 of the Original  Indenture or 3.10 of the Original 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 2.9(c) hereof. A Global Security may not be exchanged for another  Designated Security other than as provided in this Section 2.9(a); provided,  12  068301-0006-10016-Active.11878547.4  





 






however, beneficial interests in a Global Security may be transferred and  exchanged as provided in Section 2.9(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 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 2.9(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 2.9(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  13  068301-0006-10016-Active.11878547.4  





 






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 2.9(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 2.9(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 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 2.9(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  14  068301-0006-10016-Active.11878547.4  





 






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 Issuer shall issue and, upon  receipt of a Company Order in accordance with Section 3.3 of the Original 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.  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 2.9(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  15  068301-0006-1 0016-Active.11878547.4  





 






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 Issuer  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,  the Trustee shall cause the aggregate principal amount of the applicable Global Security  to be reduced accordingly pursuant to Section 2.9(g) hereof, and the Issuer 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 2.9(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 2.9(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 2.9(c)(i)(A) and (C)  hereof, a beneficial interest in the Regulation S Temporary Global  Security may not be exchanged for a Defmitive Security or transferred to a  Person who takes delivery thereof in the form of a Defmitive 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  16  068301·0006-10016-Active.11878547.4  





 






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 2.9( 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 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 2.9(a) hereof and satisfaction of the conditions set forth in  Section 2.9(b )(ii) hereof, the Trustee shall cause the aggregate principal  amount of the applicable Global Security to be reduced accordingly  pursuant to Section 2.9(g) hereof, and the Issuer 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 2.9(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 Defmitive Securities to the  Persons in whose names such Securities are so registered. Any Definitive  17  068301-0006-100 16-Active.1187 854 7.4  





 






Security issued in exchange for a beneficial interest pursuant to this  Section 2.9(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 Defmitive 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 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 Issuer 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  18  068301·0006·10016·Active.11878547,4  





 






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  (B) if the Holder of such Definitive Securities proposes to  transfer such Designated Securities to a Person who shall take  delivery thereo f in the form 0 f 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 0 f the subparagraphs in this  Section 2.9(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.  19  068301·0006-10016-Active.11878547.4  





 






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 Issuer shall issue and, upon receipt of a Company  Order in accordance with Section 3.3 of the Original 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 2.9( 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 information, as applicable, required pursuant to the following  provisions of this Section 2.9( 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:  20  068301-0006-10016-Active.11878547.4  





 






(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.  (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  21  068301-0006-10016-Active.11878547.4  





 






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 WITHIN ONE YEAR AFTER THE  ORIGINAL ISSUANCE OF THIS SECURITY 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 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  22  068301-0006-10016-Active.11878547.4  





 






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 2.9 (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:  "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 2.9(g) OF THE  SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL SECURITY  MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT  TO SECTION 2.9(a) OF THE SUPPLEMENTAL INDENTURE,  (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE  TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.9 OF  THE ORIGINAL INDENTURE AND (IV) THIS GLOBAL SECURITY  MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH  THE PRIOR WRITTEN CONSENT OF THE ISSUER.  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  23  068301-0006-100 16-Active.1187854 7.4  





 






TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK)  ("DTC") TO THE ISSUER 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  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 hereof. 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 ofthe  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 Issuer 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  24  068301·0006·1 0016·Active.1187854 7.4  





 






effect such exchange, the Issuer 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 2.9(h), the Trustee shall be entitled to receive from the  Issuer, and rely conclusively without any liability, upon an Officer's Certificate  and an Opinion of Counsel to the Issuer, 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 Issuer 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 2.9(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  Unrestricted Global Securities, respectively, equal to the principal amount of  beneficial interests transferred. Following any such transfer pursuant to this  Section 2.9(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 Issuer, 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 Issuer or any affiliate of the Issuer  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 2.9. The Securities Registrar shall retain copies of all  letters, notices and other written communications received pursuant to this  Section 2.9. The Issuer, 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.  25  068301-0006-100 16-Active.1187854 7.4  





 






IN WITNESS WHEREOF, each of the parties hereto has caused this Supplemental  Indenture to be duly executed on its behalf as of the date first above written.  068301-0006-IOOI6-Activo.11878547.4  TI-IE NARRAGANSETI ELECTRIC COMPANY,  as Issuer  By: ACG:- Name: Ma colm Cooper  Title: Treasurer  Signed for and on behalf of  THE BANK OF NEW YORK MELLON,  as Trustee and Paying Agent  By:  Name:  Title:  .- ~  





 






IN WITNESS WHEREOF, each ofthe parties hereto has caused this Supplemental  Indenture to be duly executed on its behalf as of the date first above written.  068301-0006-100 16-Active.1187854 7.4  THE NARRAGANSETT ELECTRIC COMPANY,  as Issuer  By:  By:  Name: Malcolm Cooper  Title: Treasurer  Name:  Title: Paul Cattermoie  Vice President  





 






FORM DESIGNATED SECURITY  [Face of Designated Security]  [Insert Global Security Legend, if applicable pursuant to the provisions of the  Supplemental Indenture.]  EXHIBIT A  [Insert Private Placement Legend, if applicable pursuant t6 the provisions of the  Supplemental Indenture.]  [Insert Regulation S Temporary Global Security Legend, if applicable pursuant to the  provisions of the Supplemental Indenture.]  A-I  068301-0006-10016-Active.11878547.4  





 






THE NARRAGANSETT ELECTRIC COMPANY  5.638% Senior Notes due 2040  No.  CUSIP [  ISIN [  [$_-- THE NARRAGANSETT ELECTRIC COMPANY, a Rhode Island company (the "Issuer"), for  value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum  [of$ ] [set forth on the Schedule of Exchanges of Interests in the Global Security  attached hereto] on March 15,2040 and to pay interest thereon from March 22,2010 or from the  most recent Interest Payment Date to which interest has been paid or duly provided for, semi­ annually in arrears on March 15 and September 15 of each year, commencing September 15,  2010, at the rate of5.638% 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 Issuer 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 Issuer 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 the March 1 or September 1, 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-2  068301-0006-10016-Active.11878547.4  





 






The Bank of New York Mellon shall initially act as Trustee and as Paying Agent 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 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-3  068301-0006-10016-Active.11878547.4  





 






IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually  or in facsimile.  Dated: THE NARRAGANSETT ELECTRIC COMPANY  By: ________________________ _  Name:  Title:  CERTIFICATE OF AUTHENTICATION  This is one of the Securities of the series designated therein referred to in the within­ mentioned Indenture.  Dated:  Signed for and on behalf of  The Bank of New York Mellon,  as Trustee  By: ____________________ ___  Authorized Signatory  A-4  068301·0006·10016·Active.11878547.4  





 






[Reverse of Designated Security]  THE NARRAGANSETT ELECTRIC COMPANY  This Designated Security represents a duly authorized issue of 5.638% Senior Notes due  2040 (the "Designated Securities"), issued under an Indenture, dated as of March 22,2010 (the  "Original Indenture"), between the Issuer 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 Second Supplemental Indenture, dated as of  March 22, 2010, between the Issuer and The Bank of New York Mellon, as Trustee and Paying  Agent (together with the Original 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 Issuer, 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 Issuer may redeem all or a part of the Designated  Securities, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to  the registered address of each Holder of Designated Securities or otherwise in accordance with  the procedures of the Depository, at a Redemption Price 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 March  15,2040, computed using a discount rate equal to the Treasury Rate determined on the third  Business Day preceding the date notice of such optional redemption is to be given plus 20 basis  points, plus, in each case, accrued and unpaid interest, if any, to the Redemption Date, subject to  the rights of Holders of Designated Securities on the relevant Regular Record Date to receive  interest due on the relevant Interest Payment Date.  "Treasury Rate" means, as of any Redemption Date, the yield to maturity as of such  Redemption Date of United States Treasury securities with a constant maturity (as compiled and  published in the most recent Federal Reserve Statistical Release H.15 (519) that has become  publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical  Release is no longer published, any publicly available source of similar market data)) most  nearly equal to the period from the Redemption Date to March 15, 2040; provided, however, that  . if the period from the Redemption Date to March 15,2040 is less than one 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 Issuer and the rights of the  Holders of the Securities of each series to be affected under the Indenture at any time by the  A-5  068301-0006-10016-Active.11878547.4  





 






Issuer 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 0 f 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 Issuer 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 Issuer, 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 Issuer 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 Issuer 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  Issuer 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 Issuer, the Trustee and any agent of the Issuer or the  Trustee may treat the Person in whose name this Designated Security is registered as the owner  ofthis Designated Security for the purpose of receiving payment of principal of and any  premium and (subject to Section 3.8 of the Original Indenture) any interest on such Security and  for all other purposes whatsoever, whether or not this Designated Security be overdue, and  neither the Issuer, the Trustee nor any agent of the Issuer 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 defmed herein shall have the  meanings assigned to them in the Indenture.  A-6  068301·0006· 1001 6·Active. 1 1878547,4  





 






SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY!  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 officer  of Trustee or  Custodian  This schedule should be included only if the Designated Security is issued in global form.  A-7  068301-0006-10016-Active.11878547.4  





 






FORM OF CERTIFICATE OF TRANSFER  c/o The Narragansett Electric Company  280 Melrose Street  Providence, Rhode Island 02907  Attention: Treasurer  The Bank ofN ew York Mellon  Corporate Trust Services  One Canada Square  London E14 5AL  United Kingdom  Facsimile No.: +44-(0)20-7964-2536  Attention: Corporate Trust Services  Re: 5.638% Senior Notes due 2040  EXHIBITB  Reference is hereby made to the Indenture, dated as of March 22,2010, between The  Narragansett Electric Company and the Trustee, as supplemented by the Second Supplemental  Indenture, dated as of March 22, 2010, between The Narragansett Electric Company and the  Trustee (the "Indenture"). Capitalized terms used but not 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 hereto, in the principal  amount of$ in such Designated Securities or interests (the "Transfer"), to  _______ (the "Transferee"), as further specified in Annex A hereto. In connection  with the Transfer, the Transferor hereby certifies that:  [CHECK ALL THAT APPLY]  1. D 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 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. D 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  B-1  068301·0006-100 16-Active.1187854 7.4  





 






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 ofthe  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. 0 Check and complete if Transferee will take delivery of a beneficial  interest in the 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 Issuer 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. 0 Check if Transferee will take delivery of a beneficial interest in an  Unrestricted Global Security or of an Unrestricted Definitive Security.  (a) 0 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  B-2  068301·0006-10016-Active.l 1 878547.4  





 






transfer enumerated in the Private Placement Legend printed on the Restricted Global  Securities, on Restricted Definitive Securities and in the Indenture.  (b) D 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) D 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 Issuer.  [Insert Name of Transferor]  By:  Name:  Title:  Dated:  B-3  068301-0006-10016-Active.11878547.4  





 






ANNEX A TO CERTIFICATE OF TRANSFER  1. The Transferor owns and proposes to transfer the following:  [CHECK ONE OF (a) OR (b)]  (a) D a beneficial interest in the:  (i) D 144A Global Security (CUSIP [ ][ D, or  (ii) D Regulation S Global Security (CUSIP [ ][ D, or  (b) D a Restricted Definitive Security.  2. After the Transfer the Transferee will hold:  [CHECK ONE]  (a) D a beneficial interest in the:  (i) D 144A Global Security (CUSIP [ ][ D, or  (ii) D Regulation S Global Security (CUSIP [ ][ D, or  (iii) D Unrestricted Global Security (CUSIP [ ][ D;  or  (b) D a Restricted Definitive Security; or  (c) D an Unrestricted Definitive Security, in accordance with the terms of the Indenture.  B-4  068301-0006-10016-Active.11878547.4  





 






FORM OF CERTIFICATE OF EXCHANGE  c/o The Narragansett Electric Company  280 Melrose Street  Providence, Rhode Island 02907  Attention: Treasurer  The Bank of New York Mellon  Corporate Trust Services  One Canada Square  London E14 5AL  United Kingdom  Facsimile No.: +44-(0)20-7964-2536  Attention: Corporate Trust Services  Re: 5.638% Senior Notes due 2040  EXHIBIT C  Reference is hereby made to the Indenture, dated as of March 22, 2010, between The  Narragansett Electric Company and the Trustee, as supplemented by the Second Supplemental  Indenture, dated as of March 22,2010, between The Narragansett Electric Company and the  Trustee (the "Indenture"). Capitalized terms used but not 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) D 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 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) D Check if Exchange is from beneficial interest in a Restricted  Global Security to Unrestricted Definitive Security. In connection with the Exchange of the  C-1  068301·0006·1 0016·Active.11878547.4  





 






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) 0 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 Defmitive 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) 0 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.  (a) 0 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 Defmitive  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) 0 Check if Exchange is from Restricted Definitive Security to  beneficial interest in a Restricted Global Security. In connection with the Exchange of the  C-2  068301-0006-10016-Active.11878547.4  





 






Owner's Restricted Definitive Security for a beneficial interest in the [CHECK ONE] D 144A  Global Security D 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-3  068301-0006-1 0016-Active.1187854 7.4  





 






This certificate and the statements contained herein are made for your benefit and the  benefit of the Issuer and are dated -------------------- [Insert Name of Transferor]  By:  Name:  Title:  Dated:  C-4  068301-0006-10016-Active.11878547.4