Common use of of the Original Indenture Clause in Contracts

of the Original Indenture. The obligations of the Company to pay the principal of and interest on the Notes when due as herein prescribed are absolute and unconditional and no provision of this Note or the Indenture shall alter or impair such obligations. The 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. The Indenture permits, with certain exceptions, as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes to waive compliance by the 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 Note shall be conclusive and binding upon the Holder and upon all future Holders of this Note and the Holder of every 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 Note. This Note is one of the series designated on the face hereof, limited to $275,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Note and all 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 Company in accordance with Section 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 Notes are, under certain conditions subject to mandatory redemption in whole or in part as set forth in Section 5.2 of the Original Indenture. Notice of any redemption of 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. 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 Company with certain conditions set forth in the Indenture, the defeasance of (a) the entire indebtedness of this 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. Definitive Certificated Notes are issuable only as registered 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 multiples of $1,000 in excess thereof. As provided in, and subject to the provisions of, the Indenture, Notes are exchangeable at the option of the Holder thereof for other 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 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. Prior to due presentment of this Note for registration of transfer, the person in whose name this 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 Note be overdue regardless of any notice to anyone to the contrary. THIS 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 THF LAWS OF ANY OTHER JURISDICTION. 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 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:

of the Original Indenture. The obligations of the Company to pay the principal of and interest on the Notes Bonds when due as herein prescribed are absolute and unconditional and no provision of this Note Bond or the Indenture shall alter or impair such obligations. 6 79 The Notes 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. The Indenture permits, with certain exceptions, as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders Holder under the IndentureIndenture at any time by the Company with the consent of the Holders of not less than 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 Notes 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 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 Note Bond shall be conclusive and binding upon the Holder and upon all future Holders of this Note Bond and the Holder of every Note 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 NoteBond. This Note Bond is one of the series designated on the face hereof, limited to $275,000,000 300,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Note Bond and all Notes 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 Company in accordance with Section 5.1 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 Notes Bonds are, under certain conditions conditions, subject to mandatory redemption in whole or in part as set forth in Section 5.2 8.3 of the Original Indenture. Notice of any redemption of Notes 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. Notes 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 Note 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. Definitive Certificated Notes The Company and the Guarantors have entered into an Exchange and Registration Rights Agreement dated February 15, 2000 (the "Registration Rights Agreement") with the 80 The Bonds are issuable only as registered 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 multiples of $1,000 in excess thereof. As provided in, and subject to a Security Agreement dated as of February 22, 2000 pursuant to which the provisions ofrights 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. The Indenture permits, with certain exceptions, as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holder under the Indenture at any time by the Company with the consent of the Holders of not less than 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 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), Notes 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 $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 series created under the First Supplemental Indenture are exchangeable (i) redeemable at the option of the Holder thereof for other Notes 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 of any given at least 30 days but not more than 60 days before the Redemption Date to each Holder participating at its address as it appears in any such transfer or exchange of Notes in respect of such transfer or exchange, but the Security Registrar may require payment of a sum sufficient to cover any tax Register. Bonds (or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the person in whose name this Note is registered shall be deemed to be the owner and holder hereof portions thereof as aforesaid) for the purpose redemption of receiving payment as herein provided which provision is made in accordance with the Indenture shall cease to bear interest from and for all other purposes whether or not this Note be overdue regardless of after any notice to anyone to the contraryRedemption Date. THIS NOTE SHALL BE GOVERNED BYThe Indenture contains provisions for, 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 THF LAWS OF ANY OTHER JURISDICTION. 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 upon compliance 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 Company with full power of substitution certain conditions set forth in the premisesIndenture, the defeasance of (a) the entire indebtedness of this Bond and (b) certain restrictive covenants and agreements. Dated: NAME: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 Company and the Guarantors have entered into an Exchange and Registration Rights Agreement dated February 15, 2000 (the "Registration Rights Agreement") with the

of the Original Indenture. The obligations of the Company Issuer to pay the principal of and interest on the Notes Bonds when due as herein prescribed are absolute and unconditional and no provision of this Note Bond or the Indenture shall alter or impair such obligations. The Notes 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 Company Issuer and the rights of the Holders Holder under the IndentureIndenture 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 Notes Bonds of all series then Outstanding, on behalf of the Holders of all the Bonds, to waive compliance by the Company 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 Note Bond shall be conclusive and binding upon the Holder and upon all future Holders of this Note Bond and the Holder of every Note 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 NoteBond. This Note Bond is one of the series designated on the face hereof, limited to $275,000,000 120,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Note Bond and all Notes 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 Company Issuer in accordance with Section 5.1 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 Notes Bonds are, under certain conditions conditions, subject to mandatory redemption in whole or in part as set forth in Section 5.2 6.2 of the Original Indenture. Notice of any redemption of Notes 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. Notes 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 Issuer with certain conditions set forth in the Indenture, the defeasance of (a) the entire indebtedness of this Note 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. Definitive Certificated Notes The Issuer has entered into 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 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 Bonds without coupons in minimum denominations of $100,000 and any integral multiples multiple of $1,000 in excess thereof. As provided in, and subject to the provisions of, the Indenture, Notes Bonds are exchangeable at the option of the Holder thereof for other Notes 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 Notes 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. Prior to due presentment of this Note for registration of transfer, the The person in whose name this Note 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 Note Bond be overdue regardless of any notice to anyone to the contrary. THIS NOTE 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 THF 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 Security and all rights thereunder, hereby irrevocably constituting and appointing ________ attorney to transfer said security Security on the books of the Company 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 4.998% SERIES A SENIOR SECURED BOND DUE 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 Company to pay the principal of and interest on the Notes Bonds when due as herein prescribed are absolute and unconditional and no provision of this Note Bond or the Indenture shall alter or impair such obligations. The Notes 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. The Indenture permits, with certain exceptions, as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders Holder under the IndentureIndenture at any time by the Company with the consent of the Holders of not less than 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 Notes 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 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 Note Bond shall be conclusive and binding upon the Holder and upon all future Holders of this Note Bond and the Holder of every Note 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 NoteBond. This Note Bond is one of the series designated on the face hereof, limited to $275,000,000 130,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Note Bond and all Notes 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 Company in accordance with Section 5.1 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 Notes Bonds are, under certain conditions conditions, subject to mandatory redemption in whole or in part as set forth in Section 5.2 8.3 of the Original Indenture. Notice of any redemption of Notes 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. Notes 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 Note 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. Definitive Certificated Notes The Company and the Guarantors have entered into an Exchange and Registration Rights Agreement dated February 15, 2000 (the "Registration Rights Agreement") with the Initial Purchasers described therein. Pursuant to such Registration Rights Agreement, the Company and the Guarantors have 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. 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 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 Bonds without coupons in minimum denominations of $100,000 and any integral multiples multiple of $1,000 in excess thereof. As provided in, and subject to the provisions of, the Indenture, Notes Bonds are exchangeable at the option of the Holder thereof for other Notes 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 Notes 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. Prior to due presentment of this Note for registration of transfer, the The person in whose name this Note 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 Note 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 NOTE 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 THF THE LAWS OF ANY OTHER JURISDICTION. ABBREVIATIONS ANNEX A TO 8.842% SERIES B SENIOR SECURED BOND DUE 2015 The following abbreviations when used in table sets forth the inscription date of each semiannual installment of the aggregate principal to be paid on the face all Bonds of this instrument shall be construed as though they were written out in full according to applicable laws or regulationsseries on each such date: 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)PRINCIPAL AMOUNT PRINCIPAL PAYABLE PAYMENT ON SERIES DATES B BONDS ----- ------- June 15, assign(s) and transfer(s) unto Social Security Number or Other Identifying Number of Assignee (Please print or typewrite name and address2007 $16,500,000 December 15, including zip code of Assignee) the within security and all rights thereunder2007 16,500,000 June 15, 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: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 Company Issuer to pay the principal of and interest on the Notes Bonds when due as herein prescribed are absolute and unconditional and no provision of this Note Bond or the Indenture shall alter or impair such obligations. The Notes 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 Company Issuer and the rights of the Holders Holder under the IndentureIndenture 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 Notes Bonds of all series then Outstanding, on behalf of the Holders of all the Bonds, to waive compliance by the Company 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 Note Bond shall be conclusive and binding upon the Holder and upon all future Holders of this Note Bond and the Holder of every Note 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 NoteBond. This Note Bond is one of the series designated on the face hereof, limited to $275,000,000 320,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Note Bond and all Notes 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 Company Issuer in accordance with Section 5.1 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 Notes Bonds are, under certain conditions conditions, subject to mandatory redemption in whole or in part as set forth in Section 5.2 6.2 of the Original Indenture. Notice of any redemption of Notes 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. Notes 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 Issuer with certain conditions set forth in the Indenture, the defeasance of (a) the entire indebtedness of this Note 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. Definitive Certificated Notes 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 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 Bonds without coupons in minimum denominations of $100,000 and any integral multiples multiple of $1,000 in excess thereof. As provided in, and subject to the provisions of, the Indenture, Notes Bonds are exchangeable at the option of the Holder thereof for other Notes 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 Notes 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. Prior to due presentment of this Note for registration of transfer, the The person in whose name this Note 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 Note Bond be overdue regardless of any notice to anyone to the contrary. THIS NOTE 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 THF 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 Security and all rights thereunder, hereby irrevocably constituting and appointing ________ attorney to transfer said security Security on the books of the Company 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 Company to pay the principal of and interest on the Notes Bonds when due as herein prescribed are absolute and unconditional and no provision of this Note Bond or the Indenture shall alter or impair such obligations. 7 67 The Notes 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. The Indenture permits, with certain exceptions, as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders Holder under the IndentureIndenture at any time by the Company with the consent of the Holders of not less than 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 Notes 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 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 Note Bond shall be conclusive and binding upon the Holder and upon all future Holders of this Note Bond and the Holder of every Note 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 NoteBond. This Note Bond is one of the series designated on the face hereof, limited to $275,000,000 130,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Note Bond and all Notes 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 Company in accordance with Section 5.1 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 Notes Bonds are, under certain conditions conditions, subject to mandatory redemption in whole or in part as set forth in Section 5.2 8.3 of the Original Indenture. Notice of any redemption of Notes 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. Notes 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 Note 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. Definitive Certificated Notes The Company and the Guarantors have entered into an Exchange and Registration Rights Agreement dated February 15, 2000 (the "Registration Rights Agreement") with the 8 68 Initial Purchasers described therein. Pursuant to such Registration Rights Agreement, the Company and the Guarantors have 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. 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 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 Bonds without coupons in minimum denominations of $100,000 and any integral multiples multiple of $1,000 in excess thereof. As provided in, and subject to the provisions of, the Indenture, Notes Bonds are exchangeable at the option of the Holder thereof for other Notes 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 Notes 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. Prior to due presentment of this Note for registration of transfer, the The person in whose name this Note 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 Note 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 NOTE 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 THF THE LAWS OF ANY OTHER JURISDICTION. 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 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:.

of the Original Indenture. The obligations of the Company Issuer to pay the principal of and interest on the Notes Bonds when due as herein prescribed are absolute and unconditional and no provision of this Note Bond or the Indenture shall alter or impair such obligations. The Notes 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 Company Issuer and the rights of the Holders Holder under the IndentureIndenture 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 Notes Bonds of all series then Outstanding, on behalf of the Holders of all the Bonds, to waive compliance by the Company 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 Note Bond shall be conclusive and binding upon the Holder and upon all future Holders of this Note Bond and the Holder of every Note 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 NoteBond. This Note Bond is one of the series designated on the face hereof, limited to $275,000,000 120,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Note Bond and all Notes 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 Company Issuer in accordance with Section 5.1 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 Notes Bonds are, under certain conditions conditions, subject to mandatory redemption in whole or in part as set forth in Section 5.2 6.2 of the Original Indenture. Notice of any redemption of Notes 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. Notes 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 Issuer with certain conditions set forth in the Indenture, the defeasance of (a) the entire indebtedness of this Note 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. Definitive Certificated Notes The Issuer has entered into 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 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 Bonds without coupons in minimum denominations of $100,000 and any integral multiples multiple of $1,000 in excess thereof. As provided in, and subject to the provisions of, the Indenture, Notes Bonds are exchangeable at the option of the Holder thereof for other Notes 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 Notes 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. Prior to due presentment of this Note for registration of transfer, the The person in whose name this Note 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 Note Bond be overdue regardless of any notice to anyone to the contrary. THIS NOTE 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 THF THE LAWS OF ANY OTHER JURISDICTION. ABBREVIATIONS Northeast Generation Supplemental Indenture ------------------------------------------- ANNEX A TO 4.998% SERIES A SENIOR SECURED BOND DUE 2005 The following abbreviations when used in table sets forth the inscription date of each semiannual installment of the aggregate principal to be paid on the face all Bonds 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 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 series on the books of the Company with full power of substitution in the premises. Dated: NAMEeach such date:

of the Original Indenture. The obligations of the Company Issuer to pay the principal of and interest on the Notes Bonds when due as herein prescribed are absolute and unconditional and no provision of this Note Bond or the Indenture shall alter or impair such obligations. The Notes 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 Company Issuer and the rights of the Holders Holder under the IndentureIndenture 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 Notes Bonds of all series then Outstanding, on behalf of the Holders of all the Bonds, to waive compliance by the Company 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 Note Bond shall be conclusive and binding upon the Holder and upon all future Holders of this Note Bond and the Holder of every Note 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 NoteBond. This Note Bond is one of the series designated on the face hereof, limited to $275,000,000 320,000,000 in aggregate principal amount as provided in the First Supplemental Indenture. This Note Bond and all Notes 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 Company Issuer in accordance with Section 5.1 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 Notes Bonds are, under certain conditions conditions, subject to mandatory redemption in whole or in part as set forth in Section 5.2 6.2 of the Original Indenture. Notice of any redemption of Notes 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. Notes 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 Issuer with certain conditions set forth in the Indenture, the defeasance of (a) the entire indebtedness of this Note 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. Definitive Certificated Notes 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 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 Bonds without coupons in minimum denominations of $100,000 and any integral multiples multiple of $1,000 in excess thereof. As provided in, and subject to the provisions of, the Indenture, Notes Bonds are exchangeable at the option of the Holder thereof for other Notes 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 Notes 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. Prior to due presentment of this Note for registration of transfer, the The person in whose name this Note 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 Note Bond be overdue regardless of any notice to anyone to the contrary. THIS NOTE 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 THF THE LAWS OF ANY OTHER JURISDICTION. ABBREVIATIONS Northeast Generation Supplemental Indenture ------------------------------------------- ANNEX A TO 8.812% SERIES B SENIOR SECURED BOND DUE 2026 The following abbreviations when used in table sets forth the inscription date of each semiannual installment of the aggregate principal to be paid on the face all Bonds 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 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 series on the books of the Company with full power of substitution in the premises. Dated: NAMEeach such date: