Common use of of the Original Indenture Clause in Contracts

of the Original Indenture. The obligations of the Issuer to pay the principal of and interest on the Bonds when due as herein prescribed are absolute and unconditional and no provision of this Bond or the Indenture shall alter or impair such obligations. The Bonds are subject to and have the benefits of the Collateral Documents pursuant to which the rights of the parties in respect of the Collateral will be exercised by the Trustee in accordance with the Collateral Documents. Northeast Generation Supplemental 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 Holder under the Indenture at any time by the Issuer with the consent of the Holders of more than 50% in aggregate principal amount of the Bonds of all series then Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Bonds of all series then Outstanding, on behalf of the Holders of all the Bonds, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any Act (as such term is defined in the Indenture), including, but not limited to, such a consent, waiver or direction by the Holder of this Bond shall be conclusive and binding upon the Holder and upon all future Holders of this Bond and the Holder of every Bond issued upon the transfer hereof or the exchange herefor or in lieu hereof whether or not notation of such Act is made upon this Bond. This Bond is one of the series designated on the face hereof, limited to $320,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Bond and all Bonds issued or to be issued in a series created under the First Supplemental Indenture are redeemable in whole or in part at the option of the Issuer in accordance with Section 6.1 of the Original Indenture, on not less than 30 nor more than 60 days' notice, at a redemption price equal to the principal amount thereof plus unpaid and accrued interest plus the Make-Whole Premium. The Bonds are, under certain conditions, subject to mandatory redemption in whole or in part as set forth in Section 6.2 of the Original Indenture. Notice of any redemption of Bonds will be given at least 30 days but not more than 60 days before the Redemption Date to each Holder at its address as it appears in the Security Register. Bonds (or portions thereof as aforesaid) for the redemption of which provision is made in accordance with the Indenture shall cease to bear interest from and after any Redemption Date. The Indenture contains provisions for, upon compliance by the Issuer with certain conditions set forth in the Indenture, the defeasance of (a) the entire indebtedness of this Bond and (b) certain restrictive covenants and agreements. The unpaid portion of the Principal Amount, together with any interest accrued and unpaid thereon and all other amounts due hereunder, if any, may become due and payable upon the occurrence and continuation of any Event of Default, but only as provided in the Indenture. The Issuer has entered into an Registration Rights Agreement dated October 12, 2001 (the "REGISTRATION RIGHTS AGREEMENT") with the Initial Purchasers described therein. Pursuant to such Registration Rights Agreement, the Issuer has agreed to file with the SEC a registration statement under the Securities Act ("REGISTRATION STATEMENT") for an offer to exchange the Bonds for a like aggregate principal amount of Bonds issued pursuant to the Indenture that are in all material respects identical to the Bonds except that such Exchange Bonds shall be issued pursuant to an effective Registration Statement. Northeast Generation Supplemental Indenture ------------------------------------------- From and after the date on which a Registration Default (as defined in the Registration Rights Agreement) occurs, the interest rate payable on this Bond shall increase (in addition to the interest rate set forth above) and additional interest reflecting such increase shall accrue with respect to this Bond, until but not including the date on which such Registration Default shall cease to exist (and provided no other Registration Default with respect to this Bond shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable hereon at the times, in the manner and subject to the same terms and conditions set forth herein and in the Indenture, as though the interest rate set forth above had been increased by one half of one percent (0.50%) per annum. The Bonds are issuable only as registered Bonds without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in, and subject to the provisions of, the Indenture, Bonds are exchangeable at the option of the Holder thereof for other Bonds of the same series, of authorized denomination and of like tenor, maturity, interest rate and aggregate principal amount, to be registered in the name of such Holder, upon surrender thereof by such Holder at any office or agency maintained for such purpose pursuant to the Indenture. No service charge will be required of any Holder participating in any such transfer or exchange of Bonds in respect of such transfer or exchange, but the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The person in whose name this Bond is registered shall be deemed to be the owner and holder hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Bond be overdue regardless of any notice to anyone to the contrary. THIS BOND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF TO THE EXTENT THE APPLICATION OF SUCH PRINCIPLES WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. Northeast Generation Supplemental Indenture ------------------------------------------- ANNEX A TO 8.812% SERIES B SENIOR SECURED BOND DUE 2026 The following table sets forth the date of each semiannual installment of the aggregate principal to be paid on all Bonds of this series on each such date:

of the Original Indenture. The obligations of the Issuer Company to pay the principal of and interest on the Bonds Notes when due as herein prescribed are absolute and unconditional and no provision of this Bond Note or the Indenture shall alter or impair such obligations. The Bonds Notes are subject to and have the benefits of the Collateral Documents pursuant to which the rights of the parties in respect of the Collateral will be exercised by the Trustee in accordance with the Collateral Documents. Northeast Generation Supplemental Indenture ------------------------------------------- The Indenture permits, with certain exceptions, as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer Company and the rights of the Holder Holders under the Indenture at any time by the Issuer with the consent of the Holders of more than 50% in aggregate principal amount of the Bonds of all series then OutstandingIndenture. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Bonds of all series then Outstanding, on behalf of the Holders of all the Bonds, Notes to waive compliance by the Issuer Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any Act (as such term is defined in the Indenture), including, but not limited to, such a consent, waiver or direction by the Holder of this Bond Note shall be conclusive and binding upon the Holder and upon all future Holders of this Bond Note and the Holder of every Bond Note issued upon the transfer hereof or the exchange herefor or in lieu hereof whether or not notation of such Act is made upon this BondNote. This Bond Note is one of the series designated on the face hereof, limited to $320,000,000 275,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Bond Note and all Bonds Notes issued or to be issued in a series created under the First Supplemental Indenture are redeemable in whole or in part at the option of the Issuer Company in accordance with Section 6.1 5.1 of the Original Indenture, on not less than 30 nor more than 60 days' ’ notice, at a redemption price equal to the principal amount thereof plus unpaid and accrued interest plus the Make-Whole Premium. The Bonds Notes are, under certain conditions, conditions subject to mandatory redemption in whole or in part as set forth in Section 6.2 5.2 of the Original Indenture. Notice of any redemption of Bonds Notes will be given at least 30 days but not more than 60 days before the Redemption Date to each Holder at its address as it appears in the Security Register. Bonds Notes (or portions thereof as aforesaid) for the redemption of which provision is made in accordance with the Indenture shall cease to bear interest from and after any Redemption Date. The Indenture contains provisions for, upon compliance by the Issuer Company with certain conditions set forth in the Indenture, the defeasance of (a) the entire indebtedness of this Bond Note and (b) certain restrictive covenants and agreements. The unpaid portion of the Principal Amount, together with any interest accrued and unpaid thereon and all other amounts due hereunder, if any, may become due and payable upon the occurrence and continuation of any Event of Default, but only as provided in the Indenture. The Issuer has entered into an Registration Rights Agreement dated October 12, 2001 (the "REGISTRATION RIGHTS AGREEMENT") with the Initial Purchasers described therein. Pursuant to such Registration Rights Agreement, the Issuer has agreed to file with the SEC a registration statement under the Securities Act ("REGISTRATION STATEMENT") for an offer to exchange the Bonds for a like aggregate principal amount of Bonds issued pursuant to the Indenture that are in all material respects identical to the Bonds except that such Exchange Bonds shall be issued pursuant to an effective Registration Statement. Northeast Generation Supplemental Indenture ------------------------------------------- From and after the date on which a Registration Default (as defined in the Registration Rights Agreement) occurs, the interest rate payable on this Bond shall increase (in addition to the interest rate set forth above) and additional interest reflecting such increase shall accrue with respect to this Bond, until but not including the date on which such Registration Default shall cease to exist (and provided no other Registration Default with respect to this Bond shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable hereon at the times, in the manner and subject to the same terms and conditions set forth herein and in the Indenture, as though the interest rate set forth above had been increased by one half of one percent (0.50%) per annum. The Bonds Definitive Certificated Notes are issuable only as registered Bonds without coupons Notes in minimum denominations of $250,000 and any integral multiples of S1,000 in excess thereof. Global Notes are issuable only as registered Notes in minimum denominations of $100,000 and any integral multiple multiples of $1,000 in excess thereof. As provided in, and subject to the provisions of, the Indenture, Bonds Notes are exchangeable at the option of the Holder thereof for other Bonds Notes of the same series, of authorized denomination and of like tenor, maturity, interest rate and aggregate principal amount, to be registered in the name of such Holder, upon surrender thereof by such Holder at any office or agency maintained for such purpose pursuant to the Indenture. No service charge will be required of any Holder participating in any such transfer or exchange of Bonds Notes in respect of such transfer or exchange, but the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Note for registration of transfer, the person in whose name this Bond Note is registered shall be deemed to be the owner and holder hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Bond Note be overdue regardless of any notice to anyone to the contrary. THIS BOND NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF TO THE EXTENT THE APPLICATION OF SUCH PRINCIPLES WOULD CAUSE THE APPLICATION OF THE THF LAWS OF ANY OTHER JURISDICTION. Northeast Generation Supplemental Indenture ------------------------------------------- ANNEX A TO 8.812% SERIES B SENIOR SECURED BOND DUE 2026 ABBREVIATIONS The following table sets forth abbreviations when used in the date inscription on the face of each semiannual installment this instrument shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT (Cust) (Minor) under Uniform Gift to Minors Act (State) Additional abbreviations may also be used though not in the above list FOR VALUE-RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto Social Security Number or Other Identifying Number of Assignee (Please print or typewrite name and address, including zip code of Assignee) the within security and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said security on the books of the aggregate principal to be paid on all Bonds Company with full power of this series on each such datesubstitution in the premises. Dated: NAME:

of the Original Indenture. The obligations of the Issuer Company to pay the principal of and interest on the Bonds when due as herein prescribed are absolute and unconditional and no provision of this Bond or the Indenture shall alter or impair such obligations. The Bonds are subject to and have the benefits a Security Agreement dated as of the Collateral Documents February 22, 2000 pursuant to which the rights of the parties Secured Parties (including the Holders and the Trustee) in 6 respect of the Collateral will be shared among the Secured Parties and will be exercised by the Trustee Collateral Agent in accordance with the Collateral DocumentsSecurity Agreement. Northeast Generation Supplemental Indenture ------------------------------------------- The Indenture permits, with certain exceptions, as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer Company and the rights of the Holder under the Indenture at any time by the Issuer Company with the consent of the Holders of more not less than 50% a majority in aggregate principal amount of the Bonds of all series then Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Bonds of all series then Outstanding, on behalf of the Holders of all the Bonds, to waive compliance by the Issuer Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any Act (as such term is defined in the Indenture), including, but not limited to, such a consent, waiver or direction by the Holder of this Bond shall be conclusive and binding upon the Holder and upon all future Holders of this Bond and the Holder of every Bond issued upon the transfer hereof or the exchange herefor or in lieu hereof whether or not notation of such Act is made upon this Bond. This Bond is one of the series designated on the face hereof, limited to $320,000,000 130,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Bond and all Bonds issued or to be issued in a series created under the First Supplemental Indenture are (i) redeemable in whole or in part at the option of the Issuer Company in accordance with Section 6.1 8.2 of the Original Indenture, on not less than 30 nor more than 60 days' notice, at a redemption price equal to the principal amount thereof plus unpaid and accrued interest plus the Make-Whole PremiumPremium and (ii) not subject to any sinking fund. The Bonds are, under certain conditions, subject to mandatory redemption in whole or in part as set forth in Section 6.2 8.3 of the Original Indenture. Notice of any redemption of Bonds will be given at least 30 days but not more than 60 days before the Redemption Date to each Holder at its address as it appears in the Security Register. Bonds (or portions thereof as aforesaid) for the redemption of which provision is made in accordance with the Indenture shall cease to bear interest from and after any Redemption Date. The Indenture contains provisions for, upon compliance by the Issuer Company with certain conditions set forth in the Indenture, the defeasance of (a) the entire indebtedness of this Bond and (b) certain restrictive covenants and agreements. The unpaid portion of the Principal Amount, together with any interest accrued and unpaid thereon and all other amounts due hereunder, if any, may become due and payable upon the occurrence and continuation of any Event of Default, but only as provided in the Indenture. The Issuer has Company and the Guarantors have entered into an Exchange and Registration Rights Agreement dated October 12February 15, 2001 2000 (the "REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement") with the Initial Purchasers described therein. Pursuant to such Registration Rights Agreement, the Issuer has Company and the Guarantors have agreed to file with the SEC a registration statement under the Securities Act ("REGISTRATION STATEMENTRegistration Statement") for an offer to exchange the Bonds for a like aggregate principal amount of Bonds issued pursuant to the Indenture that are in all material respects identical to the Bonds except that such Exchange exchange Bonds shall be issued pursuant to an effective Registration Statement. Northeast Generation Supplemental Indenture ------------------------------------------- From and after the date on which a Registration Default (as defined in the Registration Rights Agreement) occurs, the interest rate payable on this Bond shall increase (in addition to the interest rate set forth above) and additional interest reflecting such increase shall accrue with respect to this Bond, until but not including the date on which such Registration Default shall cease to exist (and provided no other Registration Default with respect to this Bond shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable hereon at the times, in the manner and subject to the same terms and conditions set forth herein and in the Indenture, as though the interest rate set forth above had been increased by one half of one percent (0.50%) per annum. The Bonds are issuable only as registered Bonds without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in, and subject to the provisions of, the Indenture, Bonds are exchangeable at the option of the Holder thereof for other Bonds of the same series, of authorized denomination and of like tenor, maturity, interest rate and aggregate principal amount, to be registered in the name of such Holder, upon surrender thereof by such Holder at any office or agency maintained for such purpose pursuant to the Indenture. No service charge will be required of any Holder participating in any such transfer or exchange of Bonds in respect of such transfer or exchange, but the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The person in whose name this Bond is registered shall be deemed to be the owner and holder hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Bond be overdue regardless of any notice to anyone to the contrary. Bonds actually known to a Responsible Officer of the Trustee to be owned or held by, or for the account or benefit of, the Company, the Guarantors, or an Affiliate of any of the foregoing shall not be entitled to share in any payment or distribution provided for in Article 10 of the Indenture until all Bonds held by other Persons have been indefeasibly paid in full. THIS BOND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF TO THE EXTENT THE APPLICATION OF SUCH PRINCIPLES WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. Northeast Generation Supplemental Indenture ------------------------------------------- ANNEX A TO 8.8128.842% SERIES B SENIOR SECURED BOND DUE 2026 2015 The following table sets forth the date of each semiannual installment of the aggregate principal to be paid on all Bonds of this series on each such date:: PRINCIPAL AMOUNT PRINCIPAL PAYABLE PAYMENT ON SERIES DATES B BONDS ----- ------- June 15, 2007 $16,500,000 December 15, 2007 16,500,000 June 15, 2008 17,000,000 December 15, 2008 17,000,000 June 15, 2009 19,000,000 December 15, 2009 19,000,000 June 15, 2010 2,000,000 December 15, 2010 2,000,000 June 15, 2011 2,000,000 December 15, 2011 2,000,000 June 15, 2012 2,000,000 December 15, 2012 2,000,000 June 15, 2013 2,500,000 December 15, 2013 2,500,000 June 15, 2014 2,500,000 December 15, 2014 2,500,000 June 15, 2015 3,000,000 TOTAL $130,000,000

of the Original Indenture. The obligations of the Issuer to pay the principal of and interest on the Bonds when due as herein prescribed are absolute and unconditional and no provision of this Bond or the Indenture shall alter or impair such obligations. The Bonds are subject to and have the benefits of the Collateral Documents pursuant to which the rights of the parties in respect of the Collateral will be exercised by the Trustee in accordance with the Collateral Documents. Northeast Generation Supplemental 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 Holder under the Indenture at any time by the Issuer with the consent of the Holders of more than 50% in aggregate principal amount of the Bonds of all series then Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Bonds of all series then Outstanding, on behalf of the Holders of all the Bonds, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any Act (as such term is defined in the Indenture), including, but not limited to, such a consent, waiver or direction by the Holder of this Bond shall be conclusive and binding upon the Holder and upon all future Holders of this Bond and the Holder of every Bond issued upon the transfer hereof or the exchange herefor or in lieu hereof whether or not notation of such Act is made upon this Bond. This Bond is one of the series designated on the face hereof, limited to $320,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Bond and all Bonds issued or to be issued in a series created under the First Supplemental Indenture are redeemable in whole or in part at the option of the Issuer in accordance with Section 6.1 of the Original Indenture, on not less than 30 nor more than 60 days' notice, at a redemption price equal to the principal amount thereof plus unpaid and accrued interest plus the Make-Whole Premium. The Bonds are, under certain conditions, subject to mandatory redemption in whole or in part as set forth in Section 6.2 of the Original Indenture. Notice of any redemption of Bonds will be given at least 30 days but not more than 60 days before the Redemption Date to each Holder at its address as it appears in the Security Register. Bonds (or portions thereof as aforesaid) for the redemption of which provision is made in accordance with the Indenture shall cease to bear interest from and after any Redemption Date. The Indenture contains provisions for, upon compliance by the Issuer with certain conditions set forth in the Indenture, the defeasance of (a) the entire indebtedness of this Bond and (b) certain restrictive covenants and agreements. The unpaid portion of the Principal Amount, together with any interest accrued and unpaid thereon and all other amounts due hereunder, if any, may become due and payable upon the occurrence and continuation of any Event of Default, but only as provided in the Indenture. The Issuer has entered into an Registration Rights Agreement dated October 12, 2001 (the "REGISTRATION RIGHTS AGREEMENT") with the Initial Purchasers described therein. Pursuant to such Registration Rights Agreement, the Issuer has agreed to file with the SEC a registration statement under the Securities Act ("REGISTRATION STATEMENT") for an offer to exchange the Bonds for a like aggregate principal amount of Bonds issued pursuant to the Indenture that are in all material respects identical to the Bonds except that such Exchange Bonds shall be issued pursuant to an effective Registration Statement. Northeast Generation Supplemental Indenture ------------------------------------------- From and after the date on which a Registration Default (as defined in the Registration Rights Agreement) occurs, the interest rate payable on this Bond shall increase (in addition to the interest rate set forth above) and additional interest reflecting such increase shall accrue with respect to this Bond, until but not including the date on which such Registration Default shall cease to exist (and provided no other Registration Default with respect to this Bond shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable hereon at the times, in the manner and subject to the same terms and conditions set forth herein and in the Indenture, as though the interest rate set forth above had been increased by one half of one percent (0.50%) per annum. The Bonds are issuable only as registered Bonds without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in, and subject to the provisions of, the Indenture, Bonds are exchangeable at the option of the Holder thereof for other Bonds of the same series, of authorized denomination and of like tenor, maturity, interest rate and aggregate principal amount, to be registered in the name of such Holder, upon surrender thereof by such Holder at any office or agency maintained for such purpose pursuant to the Indenture. No service charge will be required of any Holder participating in any such transfer or exchange of Bonds in respect of such transfer or exchange, but the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The person in whose name this Bond is registered shall be deemed to be the owner and holder hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Bond be overdue regardless of any notice to anyone to the contrary. THIS BOND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF TO THE EXTENT THE APPLICATION OF SUCH PRINCIPLES WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. Northeast Generation Supplemental Indenture ------------------------------------------- ABBREVIATIONS The following abbreviations when used in the inscription on the face of this instrument shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT ------------------------------------------------- (Cust) (Minor) under Uniform Gift to Minors Act ------------------------------------------------- (State) Additional abbreviations may also be used though not in the above list ------------------- Northeast Generation Supplemental Indenture ------------------------------------------- FOR VALUE-RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto Social Security Number or Other Identifying Number of Assignee -------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print or typewrite name and address, including zip code of Assignee) the within Security and all rights thereunder, hereby irrevocably constituting and appointing ________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated: ---------------------- ------------------------------ NAME: NOTICE: The signature to this assignment must correspond with the name as written upon the first page of the within instrument in every particular, without alteration or enlargement or any change whatsoever. Northeast Generation Supplemental Indenture ------------------------------------------- ANNEX A TO 8.812% SERIES B SENIOR SECURED BOND DUE 2026 The following table sets forth the date of each semiannual installment of the aggregate principal to be paid on all Bonds of this series on each such date:

of the Original Indenture. The obligations of the Issuer Company to pay the principal of and interest on the Bonds when due as herein prescribed are absolute and unconditional and no provision of this Bond or the Indenture shall alter or impair such obligations. 6 79 The Bonds are subject to and have the benefits a Security Agreement dated as of the Collateral Documents February 22, 2000 pursuant to which the rights of the parties Secured Parties (including the Holders and the Trustee) in respect of the Collateral will be shared among the Secured Parties and will be exercised by the Trustee Collateral Agent in accordance with the Collateral DocumentsSecurity Agreement. Northeast Generation Supplemental Indenture ------------------------------------------- The Indenture permits, with certain exceptions, as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer Company and the rights of the Holder under the Indenture at any time by the Issuer Company with the consent of the Holders of more not less than 50% a majority in aggregate principal amount of the Bonds of all series then Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Bonds of all series then Outstanding, on behalf of the Holders of all the Bonds, to waive compliance by the Issuer Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any Act (as such term is defined in the Indenture), including, but not limited to, such a consent, waiver or direction by the Holder of this Bond shall be conclusive and binding upon the Holder and upon all future Holders of this Bond and the Holder of every Bond issued upon the transfer hereof or the exchange herefor or in lieu hereof whether or not notation of such Act is made upon this Bond. This Bond is one of the series designated on the face hereof, limited to $320,000,000 300,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Bond and all Bonds issued or to be issued in a series created under the First Supplemental Indenture are (i) redeemable in whole or in part at the option of the Issuer Company in accordance with Section 6.1 8.2 of the Original Indenture, on not less than 30 nor more than 60 days' notice, at a redemption price equal to the principal amount thereof plus unpaid and accrued interest plus the Make-Whole PremiumPremium and (ii) not subject to any sinking fund. The Bonds are, under certain conditions, subject to mandatory redemption in whole or in part as set forth in Section 6.2 8.3 of the Original Indenture. Notice of any redemption of Bonds will be given at least 30 days but not more than 60 days before the Redemption Date to each Holder at its address as it appears in the Security Register. Bonds (or portions thereof as aforesaid) for the redemption of which provision is made in accordance with the Indenture shall cease to bear interest from and after any Redemption Date. The Indenture contains provisions for, upon compliance by the Issuer Company with certain conditions set forth in the Indenture, the defeasance of (a) the entire indebtedness of this Bond and (b) certain restrictive covenants and agreements. The unpaid portion of the Principal Amount, together with any interest accrued and unpaid thereon and all other amounts due hereunder, if any, may become due and payable upon the occurrence and continuation of any Event of Default, but only as provided in the Indenture. The Issuer has Company and the Guarantors have entered into an Exchange and Registration Rights Agreement dated October 12February 15, 2001 2000 (the "REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement") with the Initial Purchasers described therein80 The Bonds are subject to a Security Agreement dated as of February 22, 2000 pursuant to which the rights of the Secured Parties (including the Holders and the Trustee) in respect of the Collateral will be shared among the Secured Parties and will be exercised by the Collateral Agent in accordance with the Security Agreement. Pursuant to such Registration Rights AgreementThe Indenture permits, with certain exceptions, as therein provided, the Issuer has agreed to file amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holder under the Indenture at any time by the Company with the SEC consent of the Holders of not less than a registration statement under the Securities Act ("REGISTRATION STATEMENT") for an offer to exchange the Bonds for a like majority in aggregate principal amount of the Bonds issued pursuant of all series then Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Bonds of all series then Outstanding, on behalf of the Holders of all the Bonds, to waive compliance by the Company with certain provisions of the Indenture that are in all material respects identical to and certain past defaults under the Bonds except that such Exchange Bonds shall be issued pursuant to an effective Registration StatementIndenture and their consequences. Northeast Generation Supplemental Indenture ------------------------------------------- From and after the date on which a Registration Default Any Act (as such term is defined in the Registration Rights Agreement) occursIndenture), including, but not limited to, such a consent, waiver or direction by the interest rate payable on Holder of this Bond shall increase (be conclusive and binding upon the Holder and upon all future Holders of this Bond and the Holder of every Bond issued upon the transfer hereof or the exchange herefor or in addition to the interest rate set forth above) and additional interest reflecting lieu hereof whether or not notation of such increase shall accrue with respect to Act is made upon this Bond. This Bond is one of the series designated on the face hereof, until but not including the date on which such Registration Default shall cease limited to exist (and $300,000,000 in aggregate principal amount as provided no other Registration Default with respect to this Bond shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable hereon at the times, in the manner First Supplemental Indenture. This Bond and subject all Bonds issued or to be issued in series created under the same terms and conditions set forth herein and in the Indenture, as though the interest rate set forth above had been increased by one half of one percent First Supplemental Indenture are (0.50%i) per annum. The Bonds are issuable only as registered Bonds without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in, and subject to the provisions of, the Indenture, Bonds are exchangeable redeemable at the option of the Holder thereof for other Bonds Company in accordance with Section 8.2 of the same seriesIndenture, on not less than 30 nor more than 60 days' notice, at a redemption price equal to the principal amount thereof plus unpaid and accrued interest plus the Make-Whole Premium and (ii) not subject to any sinking fund. The Bonds are, under certain conditions, subject to mandatory redemption as set forth in Section 8.3 of authorized denomination and of like tenor, maturity, interest rate and aggregate principal amount, to be registered in the name of such Holder, upon surrender thereof by such Holder at any office or agency maintained for such purpose pursuant to the Indenture. No service charge Notice of any redemption of Bonds will be required given at least 30 days but not more than 60 days before the Redemption Date to each Holder at its address as it appears in the Security Register. Bonds (or portions thereof as aforesaid) for the redemption of which provision is made in accordance with the Indenture shall cease to bear interest from and after any Redemption Date. The Indenture contains provisions for, upon compliance by the Company with certain conditions set forth in the Indenture, the defeasance of (a) the entire indebtedness of this Bond and (b) certain restrictive covenants and agreements. The unpaid portion of the Principal Amount, together with any interest accrued and unpaid thereon and all other amounts due hereunder, if any, may become due and payable upon the occurrence and continuation of any Holder participating in any such transfer or exchange Event of Bonds in respect of such transfer or exchangeDefault, but only as provided in the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewithIndenture. The person in whose name this Bond is registered shall be deemed to be Company and the owner Guarantors have entered into an Exchange and holder hereof for Registration Rights Agreement dated February 15, 2000 (the purpose of receiving payment as herein provided and for all other purposes whether or not this Bond be overdue regardless of any notice to anyone to the contrary. THIS BOND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF TO THE EXTENT THE APPLICATION OF SUCH PRINCIPLES WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. Northeast Generation Supplemental Indenture ------------------------------------------- ANNEX A TO 8.812% SERIES B SENIOR SECURED BOND DUE 2026 The following table sets forth the date of each semiannual installment of the aggregate principal to be paid on all Bonds of this series on each such date:"Registration Rights Agreement") with the

of the Original Indenture. The obligations of the Issuer to pay the principal of and interest on the Bonds when due as herein prescribed are absolute and unconditional and no provision of this Bond or the Indenture shall alter or impair such obligations. The Bonds are subject to and have the benefits of the Collateral Documents pursuant to which the rights of the parties in respect of the Collateral will be exercised by the Trustee in accordance with the Collateral Documents. Northeast Generation Supplemental 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 Holder under the Indenture at any time by the Issuer with the consent of the Holders of more than 50% in aggregate principal amount of the Bonds of all series then Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Bonds of all series then Outstanding, on behalf of the Holders of all the Bonds, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any Act (as such term is defined in the Indenture), including, but not limited to, such a consent, waiver or direction by the Holder of this Bond shall be conclusive and binding upon the Holder and upon all future Holders of this Bond and the Holder of every Bond issued upon the transfer hereof or the exchange herefor or in lieu hereof whether or not notation of such Act is made upon this Bond. This Bond is one of the series designated on the face hereof, limited to $320,000,000 120,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Bond and all Bonds issued or to be issued in a series created under the First Supplemental Indenture are redeemable in whole or in part at the option of the Issuer in accordance with Section 6.1 of the Original Indenture, on not less than 30 nor more than 60 days' notice, at a redemption price equal to the principal amount thereof plus unpaid and accrued interest plus the Make-Whole Premium. The Bonds are, under certain conditions, subject to mandatory redemption in whole or in part as set forth in Section 6.2 of the Original Indenture. Notice of any redemption of Bonds will be given at least 30 days but not more than 60 days before the Redemption Date to each Holder at its address as it appears in the Security Register. Bonds (or portions thereof as aforesaid) for the redemption of which provision is made in accordance with the Indenture shall cease to bear interest from and after any Redemption Date. The Indenture contains provisions for, upon compliance by the Issuer with certain conditions set forth in the Indenture, the defeasance of (a) the entire indebtedness of this Bond and (b) certain restrictive covenants and agreements. The unpaid portion of the Principal Amount, together with any interest accrued and unpaid thereon and all other amounts due hereunder, if any, may become due and payable upon the occurrence and continuation of any Event of Default, but only as provided in the Indenture. The Issuer has entered into an a Registration Rights Agreement dated October 12, 2001 (the "REGISTRATION RIGHTS AGREEMENT") with the Initial Purchasers described therein. Pursuant to such Registration Rights Agreement, the Issuer has agreed to file with the SEC a registration statement under the Securities Act ("REGISTRATION STATEMENT") for an offer to exchange the Bonds for a like aggregate principal amount of Bonds issued pursuant to the Indenture that are in all material respects identical to the Bonds except that such Exchange Bonds shall be issued pursuant to an effective Registration Statement. Northeast Generation Supplemental Indenture ------------------------------------------- From and after the date on which a Registration Default (as defined in the Registration Rights Agreement) occurs, the interest rate payable on this Bond shall increase (in addition to the interest rate set forth above) and additional interest reflecting such increase shall accrue with respect to this Bond, until but not including the date on which such Registration Default shall cease to exist (and provided no other Registration Default with respect to this Bond shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable hereon at the times, in the manner and subject to the same terms and conditions set forth herein and in the Indenture, as though the interest rate set forth above had been increased by one half of one percent (0.50%) per annum. The Bonds are issuable only as registered Bonds without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in, and subject to the provisions of, the Indenture, Bonds are exchangeable at the option of the Holder thereof for other Bonds of the same series, of authorized denomination and of like tenor, maturity, interest rate and aggregate principal amount, to be registered in the name of such Holder, upon surrender thereof by such Holder at any office or agency maintained for such purpose pursuant to the Indenture. No service charge will be required of any Holder participating in any such transfer or exchange of Bonds in respect of such transfer or exchange, but the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The person in whose name this Bond is registered shall be deemed to be the owner and holder hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Bond be overdue regardless of any notice to anyone to the contrary. THIS BOND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF TO THE EXTENT THE APPLICATION OF SUCH PRINCIPLES WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. Northeast Generation Supplemental Indenture ------------------------------------------- ABBREVIATIONS The following abbreviations when used in the inscription on the face of this instrument shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT ----------------------------------------------- (Cust) (Minor) under Uniform Gift to Minors Act ----------------------------------------------- (State) Additional abbreviations may also be used though not in the above list ------------------- Northeast Generation Supplemental Indenture ------------------------------------------- FOR VALUE-RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto Social Security Number or Other Identifying Number of Assignee -------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print or typewrite name and address, including zip code of Assignee) the within Security and all rights thereunder, hereby irrevocably constituting and appointing ________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated: ---------------------- ------------------------------ NAME: NOTICE: The signature to this assignment must correspond with the name as written upon the first page of the within instrument in every particular, without alteration or enlargement or any change whatsoever. Northeast Generation Supplemental Indenture ------------------------------------------- ANNEX A TO 8.8124.998% SERIES B A SENIOR SECURED BOND DUE 2026 2005 The following table sets forth the date of each semiannual installment of the aggregate principal to be paid on all Bonds of this series on each such date:

of the Original Indenture. The obligations of the Issuer to pay the principal of and interest on the Bonds when due as herein prescribed are absolute and unconditional and no provision of this Bond or the Indenture shall alter or impair such obligations. The Bonds are subject to and have the benefits of the Collateral Documents pursuant to which the rights of the parties in respect of the Collateral will be exercised by the Trustee in accordance with the Collateral Documents. Northeast Generation Supplemental 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 Holder under the Indenture at any time by the Issuer with the consent of the Holders of more than 50% in aggregate principal amount of the Bonds of all series then Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Bonds of all series then Outstanding, on behalf of the Holders of all the Bonds, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any Act (as such term is defined in the Indenture), including, but not limited to, such a consent, waiver or direction by the Holder of this Bond shall be conclusive and binding upon the Holder and upon all future Holders of this Bond and the Holder of every Bond issued upon the transfer hereof or the exchange herefor or in lieu hereof whether or not notation of such Act is made upon this Bond. This Bond is one of the series designated on the face hereof, limited to $320,000,000 120,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Bond and all Bonds issued or to be issued in a series created under the First Supplemental Indenture are redeemable in whole or in part at the option of the Issuer in accordance with Section 6.1 of the Original Indenture, on not less than 30 nor more than 60 days' notice, at a redemption price equal to the principal amount thereof plus unpaid and accrued interest plus the Make-Whole Premium. The Bonds are, under certain conditions, subject to mandatory redemption in whole or in part as set forth in Section 6.2 of the Original Indenture. Notice of any redemption of Bonds will be given at least 30 days but not more than 60 days before the Redemption Date to each Holder at its address as it appears in the Security Register. Bonds (or portions thereof as aforesaid) for the redemption of which provision is made in accordance with the Indenture shall cease to bear interest from and after any Redemption Date. The Indenture contains provisions for, upon compliance by the Issuer with certain conditions set forth in the Indenture, the defeasance of (a) the entire indebtedness of this Bond and (b) certain restrictive covenants and agreements. The unpaid portion of the Principal Amount, together with any interest accrued and unpaid thereon and all other amounts due hereunder, if any, may become due and payable upon the occurrence and continuation of any Event of Default, but only as provided in the Indenture. The Issuer has entered into an a Registration Rights Agreement dated October 12, 2001 (the "REGISTRATION RIGHTS AGREEMENT") with the Initial Purchasers described therein. Pursuant to such Registration Rights Agreement, the Issuer has agreed to file with the SEC a registration statement under the Securities Act ("REGISTRATION STATEMENT") for an offer to exchange the Bonds for a like aggregate principal amount of Bonds issued pursuant to the Indenture that are in all material respects identical to the Bonds except that such Exchange Bonds shall be issued pursuant to an effective Registration Statement. Northeast Generation Supplemental Indenture ------------------------------------------- From and after the date on which a Registration Default (as defined in the Registration Rights Agreement) occurs, the interest rate payable on this Bond shall increase (in addition to the interest rate set forth above) and additional interest reflecting such increase shall accrue with respect to this Bond, until but not including the date on which such Registration Default shall cease to exist (and provided no other Registration Default with respect to this Bond shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable hereon at the times, in the manner and subject to the same terms and conditions set forth herein and in the Indenture, as though the interest rate set forth above had been increased by one half of one percent (0.50%) per annum. The Bonds are issuable only as registered Bonds without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in, and subject to the provisions of, the Indenture, Bonds are exchangeable at the option of the Holder thereof for other Bonds of the same series, of authorized denomination and of like tenor, maturity, interest rate and aggregate principal amount, to be registered in the name of such Holder, upon surrender thereof by such Holder at any office or agency maintained for such purpose pursuant to the Indenture. No service charge will be required of any Holder participating in any such transfer or exchange of Bonds in respect of such transfer or exchange, but the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The person in whose name this Bond is registered shall be deemed to be the owner and holder hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Bond be overdue regardless of any notice to anyone to the contrary. THIS BOND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF TO THE EXTENT THE APPLICATION OF SUCH PRINCIPLES WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. Northeast Generation Supplemental Indenture ------------------------------------------- ANNEX A TO 8.8124.998% SERIES B A SENIOR SECURED BOND DUE 2026 2005 The following table sets forth the date of each semiannual installment of the aggregate principal to be paid on all Bonds of this series on each such date:

of the Original Indenture. The obligations of the Issuer Company to pay the principal of and interest on the Bonds when due as herein prescribed are absolute and unconditional and no provision of this Bond or the Indenture shall alter or impair such obligations. 7 67 The Bonds are subject to and have the benefits a Security Agreement dated as of the Collateral Documents February 22, 2000 pursuant to which the rights of the parties Secured Parties (including the Holders and the Trustee) in respect of the Collateral will be shared among the Secured Parties and will be exercised by the Trustee Collateral Agent in accordance with the Collateral DocumentsSecurity Agreement. Northeast Generation Supplemental Indenture ------------------------------------------- The Indenture permits, with certain exceptions, as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer Company and the rights of the Holder under the Indenture at any time by the Issuer Company with the consent of the Holders of more not less than 50% a majority in aggregate principal amount of the Bonds of all series then Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Bonds of all series then Outstanding, on behalf of the Holders of all the Bonds, to waive compliance by the Issuer Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any Act (as such term is defined in the Indenture), including, but not limited to, such a consent, waiver or direction by the Holder of this Bond shall be conclusive and binding upon the Holder and upon all future Holders of this Bond and the Holder of every Bond issued upon the transfer hereof or the exchange herefor or in lieu hereof whether or not notation of such Act is made upon this Bond. This Bond is one of the series designated on the face hereof, limited to $320,000,000 130,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Bond and all Bonds issued or to be issued in a series created under the First Supplemental Indenture are (i) redeemable in whole or in part at the option of the Issuer Company in accordance with Section 6.1 8.2 of the Original Indenture, on not less than 30 nor more than 60 days' notice, at a redemption price equal to the principal amount thereof plus unpaid and accrued interest plus the Make-Whole PremiumPremium and (ii) not subject to any sinking fund. The Bonds are, under certain conditions, subject to mandatory redemption in whole or in part as set forth in Section 6.2 8.3 of the Original Indenture. Notice of any redemption of Bonds will be given at least 30 days but not more than 60 days before the Redemption Date to each Holder at its address as it appears in the Security Register. Bonds (or portions thereof as aforesaid) for the redemption of which provision is made in accordance with the Indenture shall cease to bear interest from and after any Redemption Date. The Indenture contains provisions for, upon compliance by the Issuer Company with certain conditions set forth in the Indenture, the defeasance of (a) the entire indebtedness of this Bond and (b) certain restrictive covenants and agreements. The unpaid portion of the Principal Amount, together with any interest accrued and unpaid thereon and all other amounts due hereunder, if any, may become due and payable upon the occurrence and continuation of any Event of Default, but only as provided in the Indenture. The Issuer has Company and the Guarantors have entered into an Exchange and Registration Rights Agreement dated October 12February 15, 2001 2000 (the "REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement") with the 8 68 Initial Purchasers described therein. Pursuant to such Registration Rights Agreement, the Issuer has Company and the Guarantors have agreed to file with the SEC a registration statement under the Securities Act ("REGISTRATION STATEMENTRegistration Statement") for an offer to exchange the Bonds for a like aggregate principal amount of Bonds issued pursuant to the Indenture that are in all material respects identical to the Bonds except that such Exchange exchange Bonds shall be issued pursuant to an effective Registration Statement. Northeast Generation Supplemental Indenture ------------------------------------------- From and after the date on which a Registration Default (as defined in the Registration Rights Agreement) occurs, the interest rate payable on this Bond shall increase (in addition to the interest rate set forth above) and additional interest reflecting such increase shall accrue with respect to this Bond, until but not including the date on which such Registration Default shall cease to exist (and provided no other Registration Default with respect to this Bond shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable hereon at the times, in the manner and subject to the same terms and conditions set forth herein and in the Indenture, as though the interest rate set forth above had been increased by one half of one percent (0.50%) per annum. The Bonds are issuable only as registered Bonds without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in, and subject to the provisions of, the Indenture, Bonds are exchangeable at the option of the Holder thereof for other Bonds of the same series, of authorized denomination and of like tenor, maturity, interest rate and aggregate principal amount, to be registered in the name of such Holder, upon surrender thereof by such Holder at any office or agency maintained for such purpose pursuant to the Indenture. No service charge will be required of any Holder participating in any such transfer or exchange of Bonds in respect of such transfer or exchange, but the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The person in whose name this Bond is registered shall be deemed to be the owner and holder hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Bond be overdue regardless of any notice to anyone to the contrary. Bonds actually known to a Responsible Officer of the Trustee to be owned or held by, or for the account or benefit of, the Company, the Guarantors, or an Affiliate of any of the foregoing shall not be entitled to share in any payment or distribution provided for in Article 10 of the Indenture until all Bonds held by other Persons have been indefeasibly paid in full. THIS BOND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF TO THE EXTENT THE APPLICATION OF SUCH PRINCIPLES WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. Northeast Generation Supplemental Indenture ------------------------------------------- ANNEX A TO 8.812% SERIES B SENIOR SECURED BOND DUE 2026 The following table sets forth the date of each semiannual installment of the aggregate principal to be paid on all Bonds of this series on each such date:.