EXHIBIT (4)(b) THE NARRAGANSETT ELECTRIC COMPANY TO RHODE ISLAND HOSPITAL TRUST NATIONAL BANK, TRUSTEE (SUCCESSOR TO RHODE ISLAND HOSPITAL TRUST COMPANY) TWENTY-SECOND SUPPLEMENTAL INDENTURE DATED AS OF JUNE 1, 1995 SUPPLEMENTAL TO FIRST MORTGAGE INDENTURE AND DEED OF TRUST DATED AS OF SEPTEMBER 1, 1944 AS AMENDED AND SUPPLEMENTED BY PRIOR SUPPLEMENTAL INDENTURES TO SECURE FIRST MORTGAGE BONDS TWENTY-THIRD ISSUE (SERIES W) THE NARRAGANSETT ELECTRIC COMPANY TWENTY-SECOND SUPPLEMENTAL INDENTURE DATED AS OF JUNE 1, 1995 TABLE OF CONTENTS (NOT PART OF THE INDENTURE) PAGE ---- PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 RECITALS Preamble. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 Form of Series W Bonds [Face] . . . . . . . . . . . . . . . . . . . .3 Form of Trustee's Certificate . . . . . . . . . . . . . . . . . . . .5 Form of Series W Bonds [Reverse]. . . . . . . . . . . . . . . . . . .6 Recital of Validity . . . . . . . . . . . . . . . . . . . . . . . . .9 GRANTING CLAUSES Recital of Consideration. . . . . . . . . . . . . . . . . . . . . . .9 Grant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9 Description of Mortgaged Property . . . . . . . . . . . . . . . . . 10 Reservations and Exceptions . . . . . . . . . . . . . . . . . . . . 12 Habendum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Declaration of Trust. . . . . . . . . . . . . . . . . . . . . . . . 13 ARTICLE I. PARTICULAR COVENANTS OF THE COMPANY REGARDING THE MORTGAGED PROPERTY Section 1. Covenant against Encumbrances . . . . . . . . . . . . . . 14 Section 2. Covenant of Seizin. . . . . . . . . . . . . . . . . . . . 14 ARTICLE II. COVENANTS OF THE COMPANY Section 1. Warranty as to Default. . . . . . . . . . . . . . . . . . 14 Section 2. Existence and Authority . . . . . . . . . . . . . . . . . 15 ARTICLE III. CONCERNING THE SERIES W BONDS Section 1. Form, etc.. . . . . . . . . . . . . . . . . . . . . . . . 15 Section 2. Limitations on Amount . . . . . . . . . . . . . . . . . . 17 Section 3. Execution . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 4. Transferability, Exchangeability, etc.. . . . . . . . . . 18 Section 5. Redemption. . . . . . . . . . . . . . . . . . . . . . . . 18 ARTICLE IV. Amendment to the Indenture . . . . . . . . . . . . . . . . . . . . . 19 PAGE ---- ARTICLE V CONCERNING THE TRUSTEE Acceptance of Trusts and Conditions Thereof. . . . . . . . . . . . . 21 (a) Identity of Trustee . . . . . . . . . . . . . . . . . . . . . 21 (b) Recitals by Company, not Trustee. . . . . . . . . . . . . . . 21 (c) Limit of Responsibility . . . . . . . . . . . . . . . . . . . 21 ARTICLE VI. Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 ARTICLE VII. MISCELLANEOUS Section 1. Supplemental to Original Indenture. . . . . . . . . . . . 22 Section 2. For Benefit of Parties and Bondholders Only . . . . . . . 22 Section 3. Date of Supplemental Indenture. . . . . . . . . . . . . . 22 Section 4. Original Counterparts . . . . . . . . . . . . . . . . . . 22 Section 5. Cover, Headings, etc. . . . . . . . . . . . . . . . . . . 22 TESTIMONIUM CLAUSE . . . . . . . . . . . . . . . . . . . . . . . . . 23 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 SCHEDULE I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 ACKNOWLEDGMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 34 RECORDING NOTE . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE, dated as of the 1st day of June, in the year one thousand nine hundred and ninety-five, between THE NARRAGANSETT ELECTRIC COMPANY (hereinafter generally called the Company), a corporation duly organized and existing under the laws of the State of Rhode Island and having its principal place of business in Providence, Rhode Island, and a mailing address of 280 Melrose Street, Providence, Rhode Island 02907, and RHODE ISLAND HOSPITAL TRUST NATIONAL BANK (successor by merger to Rhode Island Hospital Trust Company), as Trustee under the Indenture hereinafter referred to (said Rhode Island Hospital Trust National Bank or, as applied to actions antedating the effective date of said merger, said Rhode Island Hospital Trust Company, being hereinafter generally called the Trustee), a national banking association duly incorporated and existing under the laws of the United States of America, having its principal place of business and address at One Hospital Trust Plaza, Providence, Rhode Island 02903, and duly authorized to execute the trusts hereof. WITNESSETH THAT: WHEREAS, the Company heretofore executed and delivered to the Trustee a First Mortgage Indenture and Deed of Trust (hereinafter singly generally called the Original Indenture, and with this and all other indentures supplemental thereto collectively called the Indenture), dated as of September 1, 1944, and recorded among other places in the records of land-evidence of the City of Providence, R.I., Book 781, Page 1, to which this instrument is supplemental pursuant to the terms thereof, whereby the Company has mortgaged, conveyed, pledged, assigned and transferred to the Trustee all and singular the property therein specified, whether owned at the time of the execution or thereafter acquired by the Company, to secure its First Mortgage Bonds (hereinafter generally called the Bonds) of an unlimited (except as therein provided) permitted aggregate principal amount, to be issued in one or more series as provided in the Original Indenture; and WHEREAS, the Company has heretofore executed and delivered to the Trustee Twenty-one Supplemental Indentures, viz.: Supplemental Indenture Dated As Of First Supplemental Indenture May 1, 1948 Second Supplemental Indenture March 1, 1952 Third Supplemental Indenture March 1, 1953 Fourth Supplemental Indenture March 1, 1956 Fifth Supplemental Indenture January 1, 1964 Sixth Supplemental Indenture February 1, 1968 Seventh Supplemental Indenture April 1, 1970 Eighth Supplemental Indenture March 1, 1972 Ninth Supplemental Indenture March 1, 1974 Tenth Supplemental Indenture August 1, 1974 Eleventh Supplemental Indenture March 1, 1975 Twelfth Supplemental Indenture August 1, 1980 Thirteenth Supplemental Indenture February 1, 1982 Fourteenth Supplemental Indenture January 1, 1984 Fifteenth Supplemental Indenture January 1, 1986 Sixteenth Supplemental Indenture June 1, 1986 Seventeenth Supplemental Indenture November 1, 1987 Eighteenth Supplemental Indenture May 1, 1991 Nineteenth Supplemental Indenture August 1, 1991 Twentieth Supplemental Indenture May 1, 1992 Twenty-First Supplemental Indenture October 1, 1993 (hereinafter referred to as the Prior Supplemental Indentures) each of which is supplemental to the Original Indenture, whereby the Company has mortgaged, conveyed, pledged, assigned and transferred to the Trustee all and singular the property therein specified, whether owned at the time of the execution of each of said Supplemental Indentures or thereafter acquired by the Company, to secure its Bonds issued or to be issued in one or more series as provided in the Original Indenture; and WHEREAS, the Company under the Indenture has heretofore issued and has outstanding as of the date hereof the following aggregate principal amounts of its First Mortgage Bonds: SERIES PERCENT DUE AMOUNT ------ ------- --- ------ S 9 1/8% 2021 $ 22,200,000 T 8 7/8% 2021 $ 40,000,000 U Various Various $100,000,000 V Various Various $ 43,000,000 (hereinafter referred to as the Outstanding Bonds); and WHEREAS, Sections 4.07 and 4.17 of the Original Indenture and Articles I, Sections 2 of the Prior Supplemental Indentures provide that the Company will from time to time give further assurances to the Trustee, and will from time to time subject to the lien of the Indenture all after-acquired property included in the granting clauses of the Indenture, and Section 12.01 of the Original Indenture provides, among other things, that the Company and the Trustee from time to time may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of conveying, mortgaging, pledging, assigning or transferring to the Trustee any other property or properties to be held subject to the lien of the Indenture with the same force and effect as if included in the granting clauses thereof; of adding to the covenants and agreements of the Company such further covenants and agreements as the Board of Directors of the Company shall consider to be for the protection of the holders of the Bonds outstanding under the Indenture and for the protection of the trust estate; and of providing for the issue of Bonds of any series other than Series A and the forms and provisions of such other series pursuant to the provisions in Section 2.02 of the Original Indenture and not inconsistent with the provisions of the Indenture; and of making such provisions, for the purpose of curing any ambiguity or in regard to matters or questions arising under the Indenture, as may be necessary or desirable and not inconsistent with the security and protection intended to be conferred upon the Trustee and the Bondholders; and WHEREAS, Section 3.04 of the Original Indenture makes provision for the application by the Company, upon compliance with the applicable provisions of the Indenture, for the certification and delivery of additional Bonds against the retirement of Bonds bearing a higher interest rate, which have not been bona fide sold, pledged or otherwise negotiated by the Company, and whereas the parties hereto desire to amend the Indenture in order to add provisions, not inconsistent with the security and protection intended for the protection of the Bondholders, to clarify such provisions and to better provide for the certification and delivery of additional Bonds based upon the retirement of Unissued Bonds; and WHEREAS, the Company desires pursuant to said provisions and as hereinafter provided to convey, mortgage, pledge, assign and transfer to the Trustee certain other properties hereinafter specified, to be held subject to the lien of the Indenture; to add certain covenants and agreements; to make such provision in regard to the Indenture as may be necessary or desirable and not inconsistent with the security and protection intended to be conferred upon the Trustee and the Bondholders; and to provide for the issue of an additional series of Bonds under the Indenture and the forms and provisions thereof; and WHEREAS, the Company desires to create and to issue from time to time under and to secure by the Indenture a new series of its First Mortgage Bonds (First Mortgage Bonds - Series W) (hereinafter generally called Series W Bonds or Bonds of Series W) of unlimited (except as herein and in the Original Indenture provided) permitted aggregate principal amount, the issue of $50,000,000 of which and the execution and delivery of this Twenty-second Supplemental Indenture having been duly approved, to the extent required by law, by the Division of Public Utilities and Carriers of the State of Rhode Island and by the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, and all things necessary to make such issue of Series W Bonds, when executed by the Company and certified by the Trustee and delivered as herein and in the Original Indenture provided, the legal, valid, and binding obligations of the Company according to their tenor, and to make this Supplemental Indenture a legal, valid, and binding instrument supplemental to the Original Indenture, have in all respects been duly authorized; and WHEREAS, the Series W Bonds and the Trustee's certificate and the form of endorsement thereon are to be substantially in the following form: [Form of Series W Bonds] [Face] [IF APPLICABLE, INSERT - Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] REGISTERED REGISTERED NUMBER $ CUSIP THE NARRAGANSETT ELECTRIC COMPANY A CORPORATION OF THE STATE OF RHODE ISLAND First Mortgage Bond - Series W _____%, Due __________ Original Issue Date:__________ For value received, THE NARRAGANSETT ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of Rhode Island (hereinafter, with its successors and assigns as defined in the Indenture mentioned below, generally called the Company), hereby promises to pay to ___________________ or registered assigns, on __________, __________ (or earlier as hereinafter referred to) the sum of ____________ DOLLARS ($ ) in lawful money of the United States of America, at the principal office in Providence, Rhode Island, of Rhode Island Hospital Trust National Bank (hereinafter, with its successors as defined in said Indenture, generally called the Trustee), or at the principal office of its successor in the trusts created by said Indenture, and in such other places, if any, as may be authorized for the purpose, and to pay interest thereon from the original issue date specified above, if the date hereof is prior to ________, ________, or, if thereafter, from the first day of June or December, as the case may be, next preceding the date hereof to which interest has been paid or duly provided for (or from the date hereof if such date be either of said days and interest has been paid or duly provided for to such date), at the rate per annum specified in the title of this Bond, at said office of the Trustee, semiannually, on the first days of June and December of each year until payment of the principal hereof. Interest so payable, and punctually paid or duly provided for, on the first day of June or December will be paid to the person in whose name this Bond (or one or more Predecessor Bonds, as defined in said Indenture) is registered at the close of business on the May 15 or November 15 (whether or not a business day) next preceding such first day of June or December. However, any such interest installment that is not punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such May 15 or November 15, as the case may be, and may be paid to the person in whose name this Bond (or one or more Predecessor Bonds) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Bondholders not less than fifteen days prior to such special record date, or may be paid, at any time and without prior notice to Bondholders, to the person in whose name this Bond is registered at the close of business on the day next preceding the date of such payment, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the First Mortgage Bonds - Series W may at the time be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest payable at maturity [IF APPLICABLE, INSERT - or upon earlier redemption] will be payable to the person to whom the principal will be payable. At the option of the Company, interest may be paid by check payable to the order of and mailed to the address of the person entitled thereto as the name and address of such person shall appear on registration books maintained pursuant to said Indenture. Interest (including payments for partial periods) will be calculated on the basis of a 360-day year of twelve 30-day months. Interest will not accrue on the 31st day of any month. The provisions of this Bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. This Bond shall not be valid or become obligatory for any purpose, or be entitled to any security or benefit under the Indenture, until the certificate hereon shall have been signed by the Trustee. IN WITNESS WHEREOF, The Narragansett Electric Company has caused this Bond to be executed, either manually or by facsimile, and its corporate seal to be hereunto affixed, by its officers thereunto duly authorized, all as of , . THE NARRAGANSETT ELECTRIC COMPANY By (Vice) President And by (Assistant) Treasurer TRUSTEE'S CERTIFICATE This is one of the Bonds of Series W referred to in the within mentioned Indenture. RHODE ISLAND HOSPITAL TRUST NATIONAL BANK, As Trustee By Authorized Officer [Form of Series W Bond] [Reverse] THE NARRAGANSETT ELECTRIC COMPANY First Mortgage Bond, Series W ____%, Due ______ Original Issue Date:__________ This Bond is one of a duly authorized issue of First Mortgage Bonds of the Company, issued or to be issued in one or more series, the twenty-third series of which this Bond is one being designated First Mortgage Bonds, Series W unlimited (except as provided in said Indenture) in permitted aggregate principal amount and all of said Bonds of all series and forms being issued or to be issued under and secured by a First Mortgage Indenture and Deed of Trust (herein, with all indentures stated to be supplemental thereto to which the Trustee shall be a party, generally called the Indenture), dated as of September 1, 1944, whereby the Company has mortgaged, conveyed, pledged, assigned and transferred certain real estate and other property to the Trustee, to which Indenture, an executed counterpart of which is on file with the Trustee, reference is hereby made for a description of the property mortgaged, conveyed, pledged, assigned and transferred to the Trustee, and for a statement of the nature and extent of the security, the terms and conditions upon which said Bonds are or are to be issued and secured, the rights and remedies under the Indenture of the holders of all of said Bonds, and the rights and obligations under the Indenture of the Company and of the Trustee; but neither the foregoing reference to the Indenture, nor any provision of this Bond or of the Indenture, shall affect or impair the obligation of the Company, which is absolute, unconditional and unalterable, to pay, at the stated or accelerated maturities herein provided, the principal of and premium, if any, and interest on this Bond as herein provided. On the conditions, in the manner, to the extent and with the effect provided in the Indenture, with the written consent, filed with the Trustee, of the Company and of holders of the percent provided in the Indenture in principal amount of the Bonds at the time outstanding, certain modifications or alterations of the Indenture may be made (provided, however, that no such modification or alteration shall, among other things, as provided in the Indenture, affect or impair the absolute and unconditional obligation of the Company in respect of the principal of and premium (if any) and interest on this Bond), and, without the consent of Bondholders, instruments supplemental to the Indenture may be made for certain purposes as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of this Bond may be declared and/or may become due and payable before the stated maturity hereof, together with the interest accrued hereon. Interest on overdue installments of interest shall be paid to the extent legally collectable at the rate of 6% per annum in the manner set forth in the Indenture. In certain events, on the conditions and in the manner set forth in the Indenture, interest on overdue principal shall be paid at the rate of 6% per annum. Payment of the principal of and/or premium (if any) on this Bond to the registered owner (or his registered assigns) hereof and payment of the interest on this Bond as hereinabove provided shall be a discharge of the Company, the Trustee, and any paying agent in respect of such principal, premium and/or interest, as the case may be, and said payee and every successive owner and assignee of this Bond by accepting or holding the same, consents and agrees to the foregoing provisions and each invites the others, and all persons, to rely thereon. The holders of the percent of the principal amount of the Bonds at the time outstanding provided in the Indenture, may waive any existing default under the Indenture and the consequences of any such default, except a default in the payment of the principal of, premium, if any, or interest on any of the Bonds, and except a default arising from the creation of any lien prior to or on a parity with the lien of the Indenture. Upon payment of charges and compliance with other conditions as provided in the Indenture, the First Mortgage Bonds - Series W [IF APPLICABLE, INSERT - not drawn for redemption] are interchangeable, at the principal office of the Trustee and at such other offices or agencies of the Trustee or of the Company as may be designated for the purpose, for like aggregate principal amounts of Bonds of the same series and original issue date with identical terms and provisions, in denominations of $1,000 or any integral multiple thereof (provided, however, the Company shall not be required to make transfers or exchanges during the 15 days preceding any interest payment date and [IF APPLICABLE, INSERT - during any reasonable period which may be necessary in connection with the selection by lot of Bonds to be redeemed]); and, except as aforesaid, this Bond [IF APPLICABLE, INSERT -, if not drawn for redemption,] is transferable on books to be kept by the Company at said office of the Trustee and at such other offices or agencies, upon surrender and cancellation hereof at any such office or agency, duly endorsed or accompanied by a duly executed instrument of transfer, and thereupon a new Bond or Bonds of the same series and original issue date with identical terms and provisions, for a like aggregate principal amount will be issued to the transferee or transferees in exchange for this Bond. [IF APPLICABLE, INSERT - This Bond singly or together with all or less than all other Bonds of the same series and original issue date, with identical terms and provisions, or, if this Bond is for a principal amount exceeding $1,000, any part of the principal amount hereof constituting said sum or any integral multiple thereof, may be called for redemption at any time, whether or not an interest payment date, upon prior notice given by a mailing thereof to the respective registered owners of such Bonds not less than thirty days prior to the redemption date [IF APPLICABLE, INSERT - (i) if redemption is made at the option of the Company otherwise than out of the improvement fund, at the respective general redemption prices, stated as percentages of the principal amount thereof, set forth in Column A below, [IF APPLICABLE, INSERT - provided however, that neither this Bond nor any portion hereof shall be so redeemed prior to __________ 1, ____, if such redemption is for the purpose or in anticipation of refunding such Bond, or any portion thereof, through the use, directly or indirectly, of funds borrowed by the Company at an effective interest cost to the Company (computed in accordance with generally accepted financial practice) of less than ____% per annum,] and (ii) if] through application of the improvement fund or eminent domain provisions of the Indenture, at the special redemption prices, stated as percentages of the principal amount thereof, set forth [IF APPLICABLE, INSERT - - in Column B] below, viz.: IF REDEEMED AT COLUMN A COLUMN B ANY TIME IN THE -------- -------- RESPECTIVE TWELVE MONTHS' GENERAL SPECIAL PERIOD BEGINNING REDEMPTION REDEMPTION ____________ 1 PRICES PRICES IN EACH OF THE ------ ------ FOLLOWING YEARS: - ---------------- [Table to be completed as provided in the Certificate as to Form.] together in each case with accrued and unpaid interest to the date fixed for redemption. [IF APPLICABLE, INSERT - , provided, however, that neither this Bond nor any portion hereof shall be so redeemed prior to , .] If provision has been duly made for notice of the redemption of this Bond, or any such part hereof, and for payment as required in the Indenture, thereafter this Bond, or such called part of the principal amount hereof, shall cease to be entitled to any benefit, lien or security under the Indenture; no interest shall accrue on this Bond, or such called part hereof, on or after the date fixed for redemption; and, if less than the whole principal amount hereof shall be so called, the registered owner (or registered assigns) hereof shall be entitled, in addition to the sums payable on account of the part called, to receive, without expense to such owner (or such assigns), on surrender hereof, with a proper instrument of transfer, and upon cancellation hereof, one or more First Mortgage Bonds - Series W, of the same original issue date and identical terms and provisions, in fully registered form, for an aggregate principal amount equal to that part of the principal amount hereof not then called and paid.] No recourse shall be had against any promoter, incorporator or any past, present or future stockholder, director or officer of the Company by virtue of any past, present or future constitution, statute (including charter provisions) or rule of law or equity, or by the enforcement of any assessment or penalty, or by any legal or equitable proceeding, or otherwise, for the payment of the principal of or interest on this Bond, or for any claim based hereon or otherwise in respect hereof or of the Indenture; this Bond and the Indenture being each a corporate obligation only, and all individual liability of whatsoever kind or nature of, and all rights and claims against, such promoters, incorporators, stockholders, directors and officers founded in any way, directly or indirectly, upon the Indenture, or this Bond, or growing out of the indebtedness hereby evidenced, are expressly waived and released by the acceptance of this Bond by each holder hereof and as a condition of and a part of the consideration for the issue hereof and the execution and delivery of the Indenture, and by the provisions thereof, all subject to the limitations and provisions of the Indenture; provided, however, that nothing herein or in the Indenture contained shall be taken to prevent recourse to and the enforcement of liability, if any, of any shareholder or any stockholder or subscriber to capital stock upon or in respect of shares of capital stock not fully paid. [End of Form of Bond] AND WHEREAS, all things necessary to make the initial issue of the Series W Bonds, when executed by the Company and certified by the Trustee, and delivered, all as in the Indenture provided, the valid, legal and binding obligations of the Company according to their tenor, and this Twenty-Second Supplemental Indenture a valid, legal and binding instrument supplemental to and confirmatory of the Original Indenture enforceable in accordance with its terms for the uses and purposes herein set forth, have been in all respects duly authorized: NOW, THEREFORE, in consideration of the premises and of the sum of $10 duly paid to the Company by the Trustee, and of other good and valuable considerations, receipt whereof upon the ensealing and delivery of this Twenty-Second Supplemental Indenture the Company hereby acknowledges, and for the purpose of confirming the Original Indenture and the Prior Supplemental Indentures, and as an indenture hereby expressly stated to be supplemental to the Original Indenture, and, except as herein otherwise provided, in order to secure equally the pro rata payment of both the principal of and the interest on all of the Bonds at any time certified, issued and outstanding under the Indenture, according to their tenor, purport and effect and the provisions of the Indenture, and to secure the faithful performance and observance of all the covenants, obligations, conditions and provisions therein and in the Indenture contained, and in order to provide for the form, provisions and issue of the Series W Bonds, and to declare further the terms and conditions upon which the Bonds are to be secured, certified, issued, delivered, transferred and exchanged, and upon which the trusts hereof are to be administered by the Trustee, and upon which the Mortgaged Property is to be held and disposed of, all as hereinafter provided, THE COMPANY does hereby confirm the pledge, mortgage, conveyance, assignment and transfer of the property set forth and described in the Original Indenture and the Prior Supplemental Indentures, except such properties or interests therein as may have been released by the Trustee or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture and the Prior Supplemental Indentures, or as were specifically reserved, excepted and excluded by the Original Indenture and the Prior Supplemental Indentures; and has given, granted, bargained, sold, warranted, pledged, assigned, transferred, mortgaged and conveyed, and by these presents does give, grant, bargain, sell, warrant, pledge, assign, transfer, mortgage and convey, unto the Trustee, and its successors in the trusts of the Indenture, and its and their assigns, upon and for the trusts thereby and hereby established and confirmed, all and singular the following described land and personal properties, franchises, rights and privileges acquired by the Company since the execution and delivery of the Twenty-first Supplemental Indenture or to be acquired by the Company hereafter as by the terms of the Original Indenture and the Prior Supplemental Indentures or by reason of being affixed to the freehold described in the Original Indenture and the Prior Supplemental Indentures, or for any other reason whatsoever are subject to or to be subjected to the lien of the Original Indenture and the Prior Supplemental Indentures, including, but without in any way limiting the generality of the foregoing, all the right, title and interest of the Company in and to the property and interests in property, with the buildings thereon and the appurtenances thereto particularly described in Schedule I hereto attached and hereby made a part hereof as fully as if repeated herein at length (all of the foregoing, with all other property, and rights and interests in property, intended to be hereby or by the Original Indenture and the Prior Supplemental Indentures conveyed, mortgaged, pledged, assigned and transferred, or at any time conveyed, mortgaged, pledged, assigned, transferred or delivered, and all proceeds of any of the foregoing at any time conveyed, mortgaged, pledged, assigned, transferred, and/or delivered, to and from time to time held by the Trustee upon the trusts hereof and of the Original Indenture and the Prior Supplemental Indentures, being herein generally called, collectively, the Mortgaged Property): FIRST. REAL ESTATE AND RIGHTS AND INTERESTS IN REAL ESTATE. Subject to the exceptions and reservations hereinafter set forth all the real estate, rights and interests in real estate, lands, buildings, structures, rights and interests in lands, easements, leases of land and every right appurtenant thereto, franchises, rights of way, rights to construct, maintain and operate overhead and underground systems for the generation, distribution and transmission of electric current or other agencies for the supplying of light, heat and power, transmission, service and distribution lines and systems, and all releases of damages, water, flowage and riparian and shore rights, now owned by the Company, including, without limitation, all property particularly described in Schedule I hereto attached and hereby made a part hereof as fully as if repeated herein at length. SECOND. PROPERTY HEREAFTER CONVEYED, ETC. Any and all cash, stocks, shares, bonds, notes, securities or other property which at any time hereafter, by delivery or writing of any kind for the purposes hereof, may, at the option of the Company, be expressly conveyed, mortgaged, pledged, delivered, assigned or transferred to or deposited with the Trustee hereunder by the Company or by a successor corporation, or with its consent by any one on its behalf, as and for any additional security for the Bonds issued and to be issued hereunder, the Trustee being authorized at any and all times to receive such conveyance, mortgage, pledge, delivery, assignment, transfer or deposit and to hold and apply any and all such cash, stock, shares, bonds, notes, securities or other property subject to all the provisions hereof and/or of such writing. THIRD. MISCELLANEOUS PROPERTY. All other, if any, lands, easements, leases of land and every right appurtenant thereto, rights of way, rights to construct, maintain and operate overhead and underground systems for the distribution and transmission of electric current or other agencies for the supplying of light, heat and power, all releases of damages, water, flowage and riparian and shore rights, dams, wharves, tracks, switches, terminal facilities and other interests in lands, including (without in any wise limiting or impairing by the enumeration of the same the generality, scope and intent of the foregoing or of any general description contained in this Twenty-second Supplemental Indenture) buildings, electric generating, light, heat and power, and gas, ice and refrigerating, plants and systems, transmission, service and distribution lines and systems and steam heating plants and systems, water and/or water works, plants and systems, manufactories, power houses, stations, substations, pipe lines, pipes, mains, conduits, towers, tunnels, subways, bridges, poles, wires, cables, fittings, connections and all other structures, machinery, engines, boilers, pumps, valves, pipings, connections, dynamos, meters, transformers, generators, motors, storage batteries, electrical and mechanical machinery, appliances, equipment and appurtenances of every description and character, tools, implements, wagons, fixtures, appliances, appurtenances, accessories, and all other physical assets and all rights, grants, privileges, leases and leasehold interests, licenses, permits, locations, consents, franchises, grants and immunities, and all rights to compensation upon the termination in any manner of any of the same, and any and all interest in property of the character included in this Division Third, whether now owned by the Company or at any time hereafter acquired. TOGETHER WITH all the Company's now-existing or hereafter-acquired right, title and interest in and to any and all physical property of the Company, now or hereafter subject to any prior mortgage, pledge, charge and/or other encumbrance or lien, and the cash and/or other proceeds therefrom, to the extent that such property, cash and/or proceeds shall not be otherwise held and/or applied pursuant to the requirements of any such mortgage, pledge, charge and/or other encumbrance or lien. AND TOGETHER WITH all and singular the now-existing and hereafter-acquired rights, privileges, tenements, hereditaments and appurtenances belonging or in any wise appertaining in and to the aforesaid property or any part thereof, and the reversion and reversions, remainder and remainders and, subject to the provisions of Section 6.01 of the Original Indenture, all tolls, rents, revenues, earnings, interest, dividends, royalties, issues, income and profits thereof, and all the estate, right, title, interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire, in and to all and every part and parcel of the foregoing, it being the intention to include herein and to subject to the lien hereof all land, interest in land, real estate, physical assets and franchises whether now owned by the Company or which it may hereafter acquire and wherever situated, as if the same were now owned by the Company and were specifically described and conveyed hereby except as hereinafter specified. RESERVATIONS AND EXCEPTIONS. SUBJECT, HOWEVER, as to all property, and rights and interests in and to property, of any character hereinbefore described, in so far as affected thereby, to any mortgages or other encumbrances or liens on such property constituting permitted liens as in the Original Indenture defined; AND SUBJECT FURTHER as to the property in Divisions First and Third above described, insofar as affected thereby, to the liens, encumbrances, reservations, restrictions, conditions, limitations, covenants, interests and exceptions, if any, set forth or referred to in the descriptions thereof hereinbefore and in said Schedule I contained, none of which substantially interferes with the free use and enjoyment by the Company of the property and rights hereinbefore described for the general purposes and uses of the Company's business; AND SPECIFICALLY RESERVING, EXCEPTING AND EXCLUDING from this instrument, and from the grant, conveyance, mortgage, transfer and assignment herein contained, (a) all property expressly excepted in the Original Indenture, the Prior Supplemental Indentures and herein and in schedules of property thereto and hereto; (b) all property, permits, licenses, franchises and rights, whether now owned or hereafter acquired by the Company, which are intended to be hereby granted, conveyed, mortgaged, assigned and transferred, but which can not be so granted, conveyed, mortgaged, assigned or transferred without the consent of other parties whose consent is not secured, or without subjecting the Trustee to a liability not otherwise contemplated by the provisions of the Indenture, or which otherwise may not be, or are not, hereby lawfully and/or effectively granted, conveyed, mortgaged, assigned and transferred by the Company; (c) the last day of the term of each leasehold estate (oral or written, and/or any agreement therefor) now or hereafter enjoyed by the Company, and whether falling within a general or particular description of property herein; and (d) all the Company's present and future fuel, automobiles, automotive equipment, merchandise held for sale, cash on hand or in bank, furniture, office equipment, books, choses in action, contracts, shares of stock, bonds and other securities, documents and accounts and bills receivable (except proceeds of the Mortgaged Property, and insurance and other monies, and purchase money obligations, required by the provisions of the Original Indenture and hereof to be paid to or deposited with the Trustee), and materials, stores, supplies and other personal property which are consumable (otherwise than by ordinary wear and tear) in their use in the operation of the plants or systems of the Company. TO HAVE AND TO HOLD the Mortgaged Property, with all of the privileges and appurtenances thereunto belonging (but subject to the foregoing specified exceptions and reservations) unto the Trustee, its successors in the trusts of the Indenture, and its and their assigns, to its and their own use, forever; BUT IN TRUST NEVERTHELESS for the equal pro rata benefit, security and protection (except as provided in the Indenture, and except insofar as a sinking or analogous fund or funds, established in accordance with the provisions of the Indenture, may afford particular security for Bonds of one or more series, and except independent security as provided in Section 2.02 of the Original Indenture) of the bearers and the registered owners of the Bonds from time to time certified, issued and outstanding under the Indenture, and the bearers of the coupons thereunto belonging, without (except as aforesaid) any preference, priority or distinction whatever of any one Bond over any other Bond by reason of priority in the issue, sale or negotiation thereof, or otherwise. The Company hereby declares that it holds and will hold and apply all property described in the foregoing clauses (b) and (c) as specifically reserved and excepted, upon the trusts in the Indenture set forth and as the Trustee (or any purchaser thereof upon any sale thereof under the Indenture) shall for such purpose direct from time to time, to the fullest extent permitted by law or in equity, as fully as if the same could be and had been hereby granted, conveyed, mortgaged, assigned and transferred to and vested in the Trustee. In addition to and in confirmation and performance of the covenants, declarations, agreements, conditions and provisions of the Original Indenture and the Prior Supplemental Indentures, it is hereby further covenanted, declared and agreed, upon the trusts and for the purposes aforesaid, that the trusts, terms and conditions, upon which the Mortgaged Property hereby granted, mortgaged, conveyed, assigned and transferred or intended so to be is to be held and disposed of, are as set forth in the Original Indenture and the Prior Supplemental Indentures and in the following covenants, agreements, conditions and provisions, viz.: ARTICLE I. PARTICULAR COVENANTS OF THE COMPANY REGARDING THE MORTGAGED PROPERTY. The Company covenants and agrees, in particular, but without limiting other covenants and provisions hereof, or of the Original Indenture and the Prior Supplemental Indentures, as hereinafter in this Article set forth, namely: SECTION 1. The Mortgaged Property specifically described in the granting clauses of this Twenty-second Supplemental Indenture, including Schedule I hereof, is now wholly free from and unencumbered by any defect, mortgage, pledge, charge or other encumbrance or lien, of any kind, superior to or on a parity with the lien of the Indenture, except only taxes for the current year not yet due, permitted liens and those encumbrances, if any, referred to in said granting clauses and Schedule I hereof; and the Company will duly and punctually remove, perform, pay and discharge, or if it contests, will stay (and indemnify the Trustee from time to time to the satisfaction of the Trustee against) the enforcement of, all obligations and claims arising or to arise out of or in connection with each and all thereof. The Company will not create or suffer any other mortgage, pledge, charge or material encumbrance or lien, of any kind, superior to or on a parity with the lien of the Indenture, upon the Mortgaged Property, or any part thereof, now owned or hereafter acquired, except only such as are permitted under the provisions of Section 4.16 of the Original Indenture. SECTION 2. The Company is lawfully seized in fee simple of the real estate, and owns outright and is lawfully possessed in its own right, absolutely and unconditionally, of the property and rights, constituting the Mortgaged Property specifically described in the granting clauses of this Twenty-second Supplemental Indenture, including Schedule I hereof, and has good title to, and full power and authority to sell, transfer, assign, mortgage, pledge and convey the property, rights and interests hereby presently sold, transferred, assigned, mortgaged, pledged and conveyed or purported or intended so to be, all subject only to taxes not yet due, to those liens, encumbrances and defects, if any, referred to in the granting clauses and said Schedule I hereof; and the Company will warrant and defend the title to the Mortgaged Property, and every part thereof (subject as aforesaid), to the Trustee, against all claims and demands whatsoever of any person and all persons claiming or to claim the same or any interest therein, subject only as aforesaid and to mortgages, encumbrances and liens on after-acquired property to the extent permitted by Section 4.16 of the Original Indenture. The Company will keep this Twenty-second Supplemental Indenture at all times properly filed and recorded, and refiled and rerecorded, in such manner and in such places, and will do such other acts, as may be necessary or desirable to establish and maintain the superior lien of the Indenture upon the Mortgaged Property, and for the proper protection of the Trustee and the Bondholders. The Company will also from time to time subject to the lien of the Indenture all of its hereafter-acquired property which is included in the granting clauses hereof or which the Company is required by any of the provisions of the Indenture to subject to the lien thereof. ARTICLE II. COVENANTS OF THE COMPANY. SECTION 1. The Company warrants that at the date of the execution and delivery of this Twenty-second Supplemental Indenture the Company is not in default in any respect under any of the provisions of the Original Indenture, of the Prior Supplemental Indentures or of the Outstanding Bonds, and covenants that it will perform and fulfill all the terms, covenants and conditions of the Indenture to be performed and fulfilled by the Company. SECTION 2. The Company is duly organized and existing under the laws of the State of Rhode Island, and is duly authorized under all applicable provisions of law to create and issue the Series W Bonds and to execute this Twenty-second Supplemental Indenture, and all corporate action on its part for the creation and issue of the Series W Bonds as herein provided, and for the execution and delivery of this Twenty-second Supplemental Indenture, has been duly and effectively taken. The Series W Bonds in the hands of the holders thereof, and this Twenty-second Supplemental Indenture, are and will be, respectively, valid and enforceable obligations of the Company in accordance with the provisions thereof and hereof. ARTICLE III. CONCERNING THE SERIES W BONDS. In addition to the provisions of the Original Indenture applicable by their terms, the following provisions (pursuant particularly to the provisions of Section 12.01(e) of the Original Indenture) relating to the forms and provisions of the Series W Bonds are hereby established as follows: SECTION 1. The Series W Bonds shall be issued from time to time upon delivery to the Trustee of a certificate as to form signed by an officer of the Company setting forth the matter described below. Each issue of the Series W Bonds shall be designated in such manner as to distinguish it from all other issues. Bonds of each issue shall be identical to other Bonds of such issue in tenor and effect. The certificates as to form shall designate, within such limits as may be from time to time established by a directors' resolution, the designation and amount of the issue, the date of maturity (which date shall not be more than thirty years from the date on which Bonds of that issue were first certified and delivered), the interest rate, the provisions for call and redemption, if any, including any premium or premiums payable thereon. The permanent Series W Bonds shall be lithographed on steel engraved tints or, (i) if so authorized by the certificate as to form, engraved either fully or partially in such manner as to meet the listing requirements of any securities exchange on which the Series W Bonds may at the time be listed, or (ii) if so authorized by the certificate as to form, printed, photocopied, or otherwise reproduced in such manner as to meet the requirements of a depository with which the Series W Bonds may be placed. The Series W Bonds shall consist of fully registered Bonds without coupons in denominations of $1,000 and any integral multiples thereof, authorized by a certificate as to form, with distinguishing letters and/or numbers as may be determined by a certificate as to form, and all as approved by the Trustee. The permanent Series W Bonds, Trustee's certificate and the form of endorsement shall be substantially in the forms hereinbefore set forth, with appropriate insertions, omissions and variations approved by the Trustee for the different issues and denominations. The certificate as to form may also provide that ownership of all or any issue of Series W Bonds shall be evidenced by one or more certificates placed with a depository. If, after the initial issue of Series W Bonds which had been placed with a depository, the depository no longer holds such issue of the Series W Bonds, the Company may determine that ownership of such Series W Bonds shall be evidenced in the usual certificated form. No provision of the certificate as to form with respect to matters referred to in this paragraph shall be made applicable to the holder of a Bond or Bonds of Series W, the original issue date of which is prior to the date of the certificate as to form, except at the option of such holder. The principal of and the premium (if any) and interest on the Series W Bonds shall be payable at the principal office in Providence, Rhode Island, of the Trustee, or at the principal office of its successor in the trusts created by the Indenture, or in such other places, if any, as may be authorized for the purpose. At the option of the Company, such interest may be paid by check payable to the order of, and mailed to the address of, the person entitled thereto, as the name and address of such person shall appear on the bond register maintained pursuant to the Indenture. The interest installment on any Series W Bond which is payable, and is punctually paid or duly provided for, on any first of June or December shall be paid to the person in whose name that Bond (or one or more Predecessor Bonds) is registered at the close of business on the relevant regular record date, namely, the May 15 or November 15 (whether or not a business day) next preceding. However, any interest installment on any Series W Bond which is payable, but is not punctually paid or duly provided for (in whole or in part), on any first of June or December (herein called Defaulted Interest) shall forthwith cease to be payable to the registered owner on the relevant regular record date; and such Defaulted Interest may be paid by the Company, at its election in each case, in either of the ways provided in Clause (1) or Clause (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the persons in whose names the Series W Bonds (or their respective Predecessor Bonds) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Series W Bond and the date of the proposed payment which shall be not less than forty-five days after the receipt by the Trustee of such notice of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest, or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall be not more than fifteen but not less than five days prior to the date of the proposed payment. The Trustee shall promptly notify the Company of such special record date, and in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, postage prepaid, to each owner of Series W Bonds, at his address on the transfer registry, not less than fifteen days prior to such special record date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in a newspaper or newspapers printed in the English language, customarily published on each business day, of general circulation in each city or place where interest is payable, but such publication shall not be a condition precedent to the establishment of such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Series W Bonds (or their respective Predecessor Bonds) are registered on such special record date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may elect to make payment of any Defaulted Interest, at any time and without prior notice to Bondholders, to the persons in whose names the Series W Bonds are registered at the close of business on the day preceding the date of payment, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee. As used herein "Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond; and, for the purposes of this definition, any Bond certified and delivered in lieu of a destroyed or lost Bond shall be deemed to evidence the same debt as the destroyed or lost Bond. Subject to the foregoing provisions of this Section, each Series W Bond delivered under the Indenture upon transfer of or exchange for or in lieu of any other Series W Bond of the same original issue date and identical terms and provisions shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Series W Bond of the same original issue date. SECTION 2. The permitted aggregate principal amount of the Series W Bonds which may be executed by the Company and certified by the Trustee shall not be limited, except as otherwise provided in Article 3 of and elsewhere, in the Original Indenture, and except that the aggregate principal amount of Bonds certified, delivered or outstanding at any time shall never in any event exceed the amount at that time permitted by law. SECTION 3. All of the Series W Bonds shall be executed, in the name and on behalf of the Company and under its corporate seal impressed or imprinted thereon, by its president or one of its vice-presidents, and by its treasurer or one of its assistant treasurers. The signature of any or all of these officers on the Series W Bonds may be either manual or facsimile. In case any officer of the Company who shall have signed or sealed any of the Series W Bonds shall not have been such officer on the date borne by the Bonds, or shall cease to be such officer before the Bond so signed or sealed shall have been actually certified and/or delivered, such Bonds, nevertheless, by presentation to the Trustee for certification, or by delivery, shall be adopted by the Company and may be certified and delivered as herein provided, and thereupon shall be issued hereunder and shall be as binding upon the Company as though the person who signed or sealed such Bonds had been such officer of the Company on the date borne by the Bonds and on the date of certification and delivery. SECTION 4. The Series W Bonds shall be transferable, shall be exchangeable for other fully registered Series W Bonds of the same original issue date and identical terms and provisions, and may be presented for payment, transfer and exchange, and notices and demands in respect of Series W Bonds may be served or made, and the Series W Bonds may bear such endorsements or legends in respect of any or all of the foregoing matters or otherwise, all upon the payment of applicable charges and upon and subject to the applicable conditions and provisions of the Original Indenture in respect of the Bonds and/or of the Series A Bonds, all of which conditions and provisions mutatis mutandis are hereby adopted and made applicable in respect of the Series W Bonds as fully as if set forth herein at length; provided, however, that, with respect to the Series W Bonds, the last three paragraphs of Section 2.06(b) of the Original Indenture shall not be applicable; and provided, further, that the owner of any Series W Bond shall be entitled to transfer or exchange such Bond without charge (except for any stamp tax or other governmental charge incident thereto); and provided, further, that the Company shall not be required (i) to issue, transfer or exchange any Series W Bond during a period beginning at the opening of business fifteen days before the day of the mailing of a notice of redemption of Series W Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Series W Bond so selected for redemption in whole or in part. SECTION 5. The certificate as to form, as to an issue of Series W Bonds shall provide whether such Series W Bonds may be called, as a whole or in part, or whether any part of the principal amount constituting $1,000 or any integral multiple thereof, may be called, at the option of the Company under the improvement fund provisions of Section 5.06 of the Original Indenture, for redemption, in all cases at any time, whether or not an interest payment date, upon not less than thirty days prior notice given as hereinafter provided, at the applicable redemption price, together in each case with accrued and unpaid interest to the redemption date; provided, however, the certificate as to form, as to any issue of Series W Bonds, may provide that none of such Bonds shall be so called, whether for a period of years or at any time, from the date such Bonds were first certified and delivered, as set forth in the certificate. The applicable redemption price shall be as set forth in the certificate as to form. The certificate as to form, as to any issue of Series W Bonds, may provide that none of such Series W Bonds shall be redeemed prior to a stated date at general redemption prices if such redemption is for the purpose or in anticipation of refunding such Bonds, or any part thereof, through the use, directly or indirectly, of funds borrowed by the Company at an effective interest cost to the Company (computed in accordance with generally accepted financial practices) of less than the effective interest cost to the Company of the such Bonds. Notice of such redemption shall be given, money for such redemption shall be deposited with and held and applied by the Trustee, and such redemption shall be carried out, all at the times, on the publication of notice, in the manner, on the conditions and with the effect and pursuant to the provisions specified in Section 5.02 (so far as applicable to the redemption of Bonds other than Series A Bonds) and Sections 5.03 and 5.04 of the Original Indenture; provided, however, that "published notice" with respect to any redemption of the Series W Bonds need not be given but a similar notice shall be mailed, postage prepaid, at least thirty days prior to any redemption date of the Series W Bonds, to each owner of the Bonds to be redeemed, at his address on the transfer registry; as a convenience but not as a condition precedent to a redemption, the Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice of redemption to be published at least once in a newspaper or newspapers printed in the English language, customarily published on each business day and of general circulation in each city or place where the principal of the called Bond is payable; and, provided, further, that, in case the Company shall have elected to redeem less than all of an issue of outstanding Series W Bonds it shall, in each instance, at least fifteen days before the date upon which mailing of the notice of redemption herein mentioned is required to be made, notify the Trustee in writing of such election and of the aggregate principal amount of Series W Bonds to be redeemed and the original issue date or dates of the Series W Bonds from which redemption is to be made, and the Trustee shall thereupon select the Bonds to be redeemed from the outstanding Series W Bonds of the appropriate issue or issues not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal of Bonds of denominations larger than $1,000, the portions of the principal of the Bonds so selected for partial redemption to equal $1,000 or an integral multiple thereof (provided, however, no remaining part of such bond shall be less than $1,000), and within ten days after receiving the aforesaid notice shall notify the Company in writing of the Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed; and provided, further, that in case the Company shall have elected to redeem less than all of an issue of the outstanding Series W Bonds, the notice of redemption shall state, among other things, the identification (by numbers, groups of numbers ending in the same digit, or series of digits, or otherwise) and, in case of partial redemption of Bonds of denominations larger than $1,000, the respective principal amounts of the Bonds to be redeemed. Installments of interest on any Series W Bond maturing on or prior to the redemption date of such Bond shall continue to be payable as provided in Section 1 of this Article III. ARTICLE IV. AMENDMENT TO THE INDENTURE The Original Indenture, as previously amended, is hereby further amended as set forth below. There is hereby added to Article 3 section 3.02 of the Original Indenture two new paragraphs at the conclusion of section 3.02 reading as follows: "The Company may, from time to time, and upon furnishing the Trustee with the documents set forth in this section and in section 3.03, direct the Trustee in writing to acknowledge on its books the right of the Company to request the certification and delivery of Bonds pursuant to section 3.04 up to the aggregate principal amount set forth in such direction. Such rights are hereinafter called "Unissued Bonds." Any additional property used as the basis for the acknowledgment of the Unissued Bonds shall be deemed funded for the purposes of any certificate required under any section of this Indenture, and such Unissued Bonds shall be deemed to be Bonds outstanding hereunder for the purposes of this section, section 3.03 and section 3.04 (including any application or certificate required hereby or thereby) in the principal amounts and having the interest rates and maturity dates as set forth in the written application therefor but shall not have any voting rights or be deemed to be Bonds outstanding hereunder for any other purpose. The Trustee, upon being furnished by the Company with an officers' certificate surrendering the Unissued Bonds, shall acknowledge upon its books the cancellation of said Unissued Bonds. Any canceled Unissued Bonds not used theretofore against the issuance of Bonds pursuant to section 3.04 shall thereafter be treated as though they had never been outstanding. The authorizing directors' resolutions and forms required by paragraph (a) of this section 3.02 and the authorizations and forms in the documents required by paragraphs (b), (e), and (f) of this section as applicable to Unissued Bonds shall be considered subsumed in the authorizations and forms for the Bonds to be ultimately issued pursuant to section 3.04. The opinion required pursuant to paragraph (d) of this section shall be appropriately modified to reflect the use of the Unissued Bonds as herein provided." Section 3.03 of Article 3 of the Original Indenture is hereby amended by adding in the 1st line after "and delivered" the following: "and Unissued Bonds may be acknowledged by the Trustee." There is added to Article 3 section 3.04 of the Original Indenture two new paragraphs at the conclusion of section 3.04 reading as follows: "References herein to the certification and delivery of Bonds to the aggregate amount of Bonds which shall have been retired and which are unfunded shall be considered to include the aggregate amount of Unissued Bonds which the Trustee has acknowledged pursuant to section 3.02 and section 3.03 and which are unfunded and not otherwise cancelled. Such Unissued Bonds shall be deemed to be funded to the extent that they have been used as the basis for the certification and delivery of Bonds pursuant to this section. Any application of the Company for the authentication and delivery of Bonds pursuant to this section against "Unissued Bonds" created in accordance with section 3.02 shall be accompanied by an officers' certificate stating that retirements since September 1, 1944, were not greater than the amount payable as an improvement fund since September 1, 1944, and, unless there has been filed a net earnings certificate including the interest charges on the Unissued Bonds within the calendar year preceding the date of the application, shall be accompanied by a net earnings certificate satisfying the requirement of paragraph (d) of section 3.03 as far as applicable." ARTICLE V. CONCERNING THE TRUSTEE. The Trustee accepts and agrees to execute the trusts, powers, rights and duties of the Trustee under this Twenty-second Supplemental Indenture upon and only upon and subject to the terms and conditions of this Twenty-second Supplemental Indenture and the terms and conditions of the Original Indenture relating to the Trustee thereunder, all of which the Company and the holders of the Series W Bonds, by the issue, acceptance and holding of said Bonds, agree are applicable to the Trustee hereunder, expressly including, but without limiting the foregoing, or other provisions of the Indenture and hereof protecting the Trustee, and without limiting or affecting any right, power or discretion of the Trustee thereunder or hereunder, or otherwise existing, the following: (a) The Trustee for the time being under the Original Indenture shall ex officio be the Trustee under this Twenty-second Supplemental Indenture. The word "Trustee" wherever used herein shall be taken to apply to the Trustee for the time being under the Original Indenture and hereunder. (b) The recitals of fact contained herein and in the Series W Bonds (except only the certificate upon said Bonds that they are issued under the Indenture) shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the value of the mortgaged and pledged property or any part thereof, or as to the title of the Company thereto, or as to the validity or adequacy of the security afforded thereby and hereby, or as to the validity of this Twenty-second Supplemental Indenture or of the Series W Bonds issued hereunder. (c) The Trustee in respect of all provisions hereof, of all moneys held by it hereunder, of all property herein embraced and of all action or omission to act hereunder and/or under or relating to the Series W Bonds (i) shall be held to no responsibility or liability hereunder in any way greater than the responsibility or liability to which the Trustee under the Original Indenture is held thereunder and (ii) shall be entitled to, may exercise and shall be protected by (to the full extent that the same are applicable) all estate, rights, powers, conditions, duties, privileges, immunities, exemptions, authorities, protection and provisions set forth in Article 10 of the Original Indenture as applying to the Trustee thereunder, all of which mutatis mutandis are hereby adopted and made applicable in respect of such provisions hereof, moneys held hereunder, property herein embraced and action or omission to act hereunder as fully as if the provisions concerning the same were set forth herein at length. ARTICLE VI. DEFEASANCE. All the property hereby mortgaged and pledged or intended so to be shall revert to the Company and the estate, right, title and interest of the Trustee in respect thereof shall cease, determine and become void and the Trustee shall execute to the Company or its order proper instruments acknowledging satisfaction of this Twenty-second Supplemental Indenture and surrendering to the Company or its order all cash and deposited securities, if any, which shall then be held hereunder in the manner and with the effect provided in Article 15 of the Original Indenture, but only upon the discharge of the Original Indenture by the Trustee thereunder pursuant to the provisions thereof. ARTICLE VII. MISCELLANEOUS. SECTION 1. This Twenty-second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture and as provided in the Original Indenture this Twenty-second Supplemental Indenture forms a part thereof and, except as herein expressly otherwise defined, the use of terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Original Indenture. Pursuant to Section 12.01 of the Original Indenture, it is hereby stipulated that the Trustee shall not be taken impliedly to waive hereby any right it would otherwise have. SECTION 2. All the covenants and provisions of this Twenty-second Supplemental Indenture and of the Series W Bonds are for the sole and exclusive benefit of the parties hereto and the holders of the Bonds, and no others shall have any legal, equitable or other right, remedy or claim under or by reason of this Twenty-second Supplemental Indenture or of the Series W Bonds. SECTION 3. This Twenty-second Supplemental Indenture is stated to be dated as of June 1, 1995. This is intended as and for a date for reference and for identification, the actual time of the execution hereof being the date set forth in the testimonium clause hereof. SECTION 4. This Twenty-second Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed an original; and such counterparts shall constitute but one and the same instrument, which shall for all purposes be sufficiently evidenced by any such original counterpart. SECTION 5. The cover of this Twenty-second Supplemental Indenture and all article headings, and the table of contents and marginal notes, if any, are inserted for convenience only, and shall not affect any construction or interpretation hereof. IN WITNESS WHEREOF, The Narragansett Electric Company has caused this Twenty-second Supplemental Indenture to be executed, and its corporate seal to be hereto affixed, by its officers thereunto duly authorized, and Rhode Island Hospital Trust National Bank has caused this Twenty-second Supplemental Indenture to be executed, and its corporate seal to be hereto affixed, by its officers thereunto duly authorized, all as of the day and year first above written, but actually executed on June 20, 1995. THE NARRAGANSETT ELECTRIC COMPANY [Corporate Seal] By R. Nadeau R. Nadeau, Vice President ATTEST: David J. Saggau David J. Saggau, Assistant Secretary RHODE ISLAND HOSPITAL TRUST NATIONAL BANK [Corporate Seal] By Patrick Thebado Patrick Thebado, Authorized Officer ATTEST: Carla A. Mastromatteo Carla A. Mastromatteo, Authorized Officer SCHEDULE I The property and interests in property situated in the Towns of Barrington, Bristol, Charlestown, Coventry, East Greenwich, Exeter, Foster, Glocester, Hopkinton, Johnston, Little Compton, Narragansett, North Kingstown, North Providence, Richmond, Scituate, Smithfield, South Kingstown, Tiverton, Warren, Westerly, West Greenwich and West Warwick, Rhode Island, and in the cities of Cranston, East Providence, Providence and Warwick by the following instruments: BARRINGTON Recorded in Barrington Land Records ---------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- ----- Jack T. Grant et ux Nov. 1, 1993 241 31 Gen. 7557 Gerald J. Fogarty, et al Dec. 13, 1993 250 57 Gen. 7558 John Bretl July 13, 1994 266 205 Gen. 7559 State of Rhode Island and Providence Plantations Aug. 15, 1994 270 250 Gen. 7560 State of Rhode Island and Providence Plantations Aug. 15, 1994 270 242 Gen. 7561 BRISTOL Recorded in Bristol Land Records ------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Roger Williams University Sept. 10, 1993 488 173 Gen. 11,727 Kickemuit River Company Feb. 26, 1994 509 342 Gen. 11,728 Asterio H. Sousa et al Aug. 4, 1994 524 313 Gen. 11,729 CHARLESTOWN Recorded in Charlestown Land Records ----------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Beechwood Enterprises, Inc. Aug. 31, 1993 133 53 Gen. 4700 Vincent J. Greto Oct. 4, 1993 133 1012 Gen. 4701 John F. Smith et al Jan. 18, 1994 136 486 Gen. 4702 Beachwood Enterprises Inc. July 12, 1994 140 404 Gen. 4703 Linda A. Peloquin July 20, 1994 142 424 Gen. 4704 Robert M. Whyte et al Nov. 2, 1994 142 428 Gen. 4705 Robert B. Russell et al Oct. 28, 1994 142 426 Gen. 4706 Andrew J. Catanzaro Nov. 14, 1994 142 1010 Gen. 4707 Pioneer Consolidated, Inc. Nov. 14, 1994 142 1008 Gen. 4708 Rose Michael Jan. 24, 1995 143 682 Gen. 4709 William E. Lancellotti, Jr. Dec. 8, 1994 143 684 Gen. 4710 COVENTRY Recorded in Coventry Land Records -------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- David B. Pancarowicz et ali Nov. 2, 1993 423 51 Gen. 6248 John R. Perry, Jr. Nov. 29, 1993 431 271 Gen. 6249 Valentino Feraone, Jr. et al Dec. 2, 1993 439 6 Gen. 6250 W.F.D. Associates, L.P. Apr. 4, 1994 456 54 Gen. 6252 Pine Edge, Inc. Apr. 25, 1994 458 325 Gen. 6253 Christopher J. Denison et al Aug. 18, 1994 473 257 Gen. 6254 Jason C. Ullom et al Aug. 21, 1994 473 255 Gen. 6255 Yvette L. Ullom Aug. 17, 1994 473 253 Gen. 6256 Gary Koski et al July 19, 1994 470 139 Gen. 6257 W.F.D. Associates, L.P. Oct. 27, 1994 483 75 Gen. 6258 Terrence A. Brown et al Dec. 13, 1994 489 196 Gen. 6259 Central Coventry Fire Dec. 13, 1994 489 198 Gen. 6260 Department Padula Builders, Inc. Dec. 6, 1994 489 200 Gen. 6261 Michael P. Baird Jan. 17, 1995 491 175 Gen. 6262 CRANSTON Recorded in Cranston Land Records -------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- State of Rhode Island and Aug. 5, 1993 830 764 Gen. 10,055 Providence Plantations Birnam Wood Limited Partnership Sept. 13, 1993 835 579 Gen. 10,056 Haroutoun Mourachian et al Dec. 7, 1993 846 148 Gen. 10,057 State of Rhode Island and July 12, 1994 873 315 Gen. 10,058 Providence Plantations State of Rhode Island and July 12, 1994 873 324 Gen. 10,058 Providence Plantations State of Rhode Island and July 27, 1994 874 369 Gen. 10,059 Providence Plantations State of Rhode Island and July 27, 1994 874 377 Gen. 10,059 Providence Plantations Eppley Realty Company, Inc. Aug. 30, 1994 875 593 Gen. 10,060 EAST GREENWICH Recorded in East Greenwich Land Records -------------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- David Beretta, III et al Nov. 1, 1993 183 598 Gen. 11,124 Caldwell and Johnson Oct. 22, 1993 183 595 Gen. 11,125 Caldwell and Johnson Oct. 20, 1993 183 592 Gen. 11,126 Homestead Restoration Limited Partnership Mar. 22, 1994 190 434 Gen. 11,127 David B. Munroe et al May 2, 1994 190 428 Gen. 11,128 D.W. Daniel Contracting and Estimating Aug. 15, 1994 193 857 Gen. 11,129 DDJJBK Co. Inc. Aug. 9, 1994 193 853 Gen. 11,130 Pascack Homes at Pheasant Ridge L.L.C. Aug. 22, 1994 193 850 Gen. 11,131 Amalgamated Financial Group IX L.P. Aug. 10, 1994 193 991 Gen. 11,132 Margaret A. Gale Estate Sept. 27, 1994 194 790 Gen. 11,133 James C. Forte et al Sept. 23, 1994 194 782 Gen. 11,134 Philip Ryan Homes, Ltd. Sept. 22, 1994 194 785 Gen. 11,135 Peter C. Haines et al Oct. 19, 1994 195 786 Gen. 11,136 Independence Center, Inc. Sept. 30, 1994 195 523 Gen. 11,137 Andrew C. Smiley, Inc. Nov. 10, 1994 196 154 Gen. 11,139 Amalgamated Financial Group Jan. 13, 1995 197 429 Gen. 11,140 IX, L.P. EAST PROVIDENCE Recorded in East Providence Land Records --------------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- D'Ambra Realty Corp. Apr. 12, 1994 1101 286 Gen. 1186 EXETER Recorded in Exeter Land Records ------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- William O. Izzi et al Sept. 17, 1993 84 483 Gen. 4940 Armand A. Houston et ux Oct. 14, 1993 85 522 Gen. 4941 Richard P. Morrison Apr. 11, 1994 88 443 Gen. 4942 Rico Corporation Aug. 22, 1994 90 429 Gen. 4943 John Sidney Strickland et ux Oct. 12, 1994 90 516 Gen. 4944 Ski Pro, Inc. Jan. 24, 1995 91 746 Gen. 4945 FOSTER Recorded in Foster Land Records ------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Robert Poland et ux Dec. 21, 1993 Gen. 2155 Donald J. Paquin et al July 2, 1993 Gen. 2156 David R. Danilowicz et al Feb. 4, 1994 Gen. 2157 Arne Johnson et ux April 21, 1994 64 459 Gen. 2158 David K. Orovitz et al July 29, 1994 64 762 Gen. 2159 John W. Kent III et al, Trs. Sept. 23, 1994 65 706 Gen. 2160 Richard S. Nutt et ux Nov. 7, 1994 66 202 Gen. 2161 Michael Valentine et al Dec. 6, 1994 67 75 Gen. 2162 GLOCESTER Recorded in Glocester Land Records --------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Benjamin Kanopky Nov. 1, 1993 205 937 Gen. 6799 Rick A. Wood et al Jan. 14, 1994 208 422 Gen. 12,101 N.R.I. Real Estate Holdings, Inc. July 27, 1994 211 648 Gen. 12,102 HOPKINTON Recorded in Hopkinton Land Records --------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Andrew C. Smiley Inc. et al Nov. 16, 1993 233 433 Gen. 1971 Albert J. Russo et al Sept. 10, 1993 232 59 Gen. 1972 A&R Properties, Inc. Apr. 11, 1994 238 422 Gen. 1973 Kenneth W. Dinwoodie et al Apr. 21, 1994 238 420 Gen. 1974 Robert L. Brunelle et al Apr. 21, 1994 239 287 Gen. 1975 William A. Greenfield et al July 17, 1994 242 224 Gen. 1976 Joseph R. Czerkiewicz et al Aug. 15, 1994 242 436 Gen. 1977 Virginia Alexander et ali Aug. 15, 1994 242 434 Gen. 1978 Walter Czerkiewicz Jr. Aug. 15, 1994 242 432 Gen. 1979 Bruce Brayman Builders, Inc. et al Sept. 1, 1994 243 398 Gen. 1980 JOHNSTON Recorded in Johnston Land Records -------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Izzo Realty Company Oct. 21, 1993 461 144 Gen. 12,008 Frank Simonelli Dec. 28, 1993 476 162 GEN. 12,009 Robert L. Faella et al Nov. 4, 1993 463 336 Gen. 12,010 State of Rhode Island and Providence Plantations Aug. 5, 1993 455 16 Gen. 12,011 R. J. Colardo, Inc. Sept. 7, 1993 456 341 Gen. 12,012 Frank Simonelli Nov. 15, 1993 466 35 Gen. 12,013 Allied Support Systems, Inc. Jan. 12, 1994 405 270 Gen. 12,014 Costantino Bros., Inc. June 7, 1994 497 242 Gen. 12,015 Peter A. Jacavone et ux Aug. 4, 1994 507 78 Gen. 12,016 Jaco Associates, Incorporated July 11, 1994 506 25 Gen. 12,017 Mario B. Farone et al April 19, 1994 500 43 Gen. 12,018 Alfred Mekuto III et ux Oct. 7, 1994 514 53 Gen. 12,019 LITTLE COMPTON Recorded in Little Compton Land Records -------------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Charles S. Moffett et al Sept. 29, 1993 92 13 Gen. 11,919 Frederick L. Bissinger Sept. 21. 1993 92 11 Gen. 11,920 Morgan Cutts Feb. 25, 1994 94 165 Gen. 11,921 William A. Medeiros et ux July 22, 1994 96 39 Gen. 11,922 Peter Mason Thurston et ux July 19, 1994 96 41 Gen. 11,923 Louise P. Havens Sept. 23, 1994 96 231 Gen. 11,924 Philip V. Havens et al Sept. 23, 1994 96 233 Gen. 11,925 James B. Patrick Sept. 26, 1994 96 280 Gen. 11,926 Susan B. Samson Sept. 26, 1994 96 278 Gen. 11,927 Martha L. Patrick Sept. 26, 1994 96 276 Gen. 11,928 NARRAGANSETT Recorded in Narragansett Land Records ------------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Harold Elwell et ux Dec. 21, 1993 309 211 Gen. 5235 Picerne Investment Limited Partnership II Mar. 31, 1994 313 127 Gen. 5236 Earl Quimby et ux Mar. 28, 1994 313 92 Gen. 5237 Herbert Desimone Mar. 4, 1994 313 90 Gen. 5238 Mark S. Deresienski et al Aug. 16, 1994 320 43 Gen. 5239 Henry J. Cataldo et al May 24, 1994 317 23 Gen. 5240 Christina M. Rotelli July 21, 1994 321 489 Gen. 5241 Lot Owners Committee for Bass Rock Farm Estates July 21, 1994 321 485 Gen. 5242 Bass Rock Farm Associates July 21, 1994 321 481 Gen. 5243 Bass Rock Farm Associates July 21, 1994 321 477 Gen. 5244 Eugene A. Russo et al Aug. 22, 1994 321 493 Gen. 5245 Louise Buonomano Oct. 28, 1994 322 820 Gen. 5246 Lea Johnston et ux Nov. 18, 1994 323 822 Gen. 5247 Mark S. Deresienski et ux Jan. 9, 1995 325 466 Gen. 5248 NORTH KINGSTOWN Recorded in North Kingstown Land Records --------------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Bayshore Ventures L.L.C. Jan. 17, 1994 860 16 Gen. 4328 Lone Tree Point Beach Nov. 25, 1993 848 259 Gen. 4329 Association Richard A. Petronsky et ux Dec. 22, 1993 858 189 Gen. 4330 Matthew C. Sears, Jr. et al Feb. 5, 1994 865 322 Gen. 4331 Alan Perlman et ali Apr. 12, 1994 876 197 Gen. 4332 Town of North Kingstown May 11, 1994 879 2 Gen. 4333 Joseph E. Martella et al,Trs. July 29, 1994 893 165 Gen. 4335 Stephen W. Shippee et ux Oct. 10, 1994 905 98 Gen. 4336 Stephen Andrachow, Inc. Oct. 12, 1994 905 100 Gen. 4337 NORTH PROVIDENCE Recorded in North Providence Land Records ---------------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Kimberly Court, Inc. July 2, 1993 255 1174 Gen. 2380 Francis M. Murphy et al Oct. 25, 1993 263 427 Gen. 2381 PROVIDENCE Recorded in Providence Land Records ---------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- First National Supermarkets Oct. 4, 1993 2842 212 GEN. 11,053 Opthalmic Partners Oct. 4, 1993 2835 032 GEN. 11,054 The Housing Authority of the Oct. 29, 1993 2849 249 GEN. 11,055 City of Providence Independent Living Authority of Rhode Island Aug. 5, 1993 2816 298 GEN. 11,056 Pawtucket Power Associates, Feb. 3, 1993 2740 184 Gen. 11,057 Limited Partnership (FEE) Rhode Island Convention Dec. 9, 1993 2875 74 Gen. 11,058 Center Authority Johnson & Wales University Jan. 10, 1994 2889 334 Gen. 11,059 State of Rhode Island and Providence Plantations Aug. 5, 1993 2818 27 Gen. 11,060 Medical Arena, Inc. Jan. 22, 1994 2916 31 Gen. 11,061 Butler Hospital Mar. 9, 1994 2938 258 Gen. 11,062 Providence Inn Associates Mar. 24, 1994 2963 220 Gen. 11,063 The Housing Authority of the City of Providence Dec. 22, 1994 3087 43 Gen. 11,064 ugene Stauber June 7, 1994 2965 13 Gen. 11,065 Lanco Realty Corporation June 10, 1994 2983 227 Gen. 11,066 Harvey D. Michaels et al June 15, 1994 2983 225 Gen. 11,067 226 South Main Street Title Holding Company June 21, 1994 2999 5 Gen. 11,068 Jan Co. Central, Inc. Aug. 15, 1994 3009 235 Gen. 11,069 Adam Urena Sept. 5, 1994 3026 172 Gen. 11,070 State of Rhode Island and Providence Plantations Sept. 15, 1994 3026 176 Gen. 11,071 State of Rhode Island and Providence Plantations Sept. 15, 1994 3026 183 Gen. 11,072 Omni Development Corporation Sept. 20, 1994 3026 174 Gen. 11,073 The Mary C. Wheeler School, Incorporated Dec. 6, 1994 3067 7 Gen. 11,074 The Housing Authority of the City of Providence Dec. 16, 1994 3087 41 Gen. 11,075 State Street Bank and Trust Company Dec. 15, 1994 3087 45 Gen. 11,076 Calvi Realty Co., Inc. Dec. 15, 1994 3093 88 Gen. 11,077 B.P. Prov. Partnership Feb. 6, 1995 3106 308 Gen. 11,078 RICHMOND Recorded in Richmond Land Records -------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Robert R. Pope, II et al Oct. 22, 1993 91 261 Gen. 2943 Nancy Jane Wilcox Nov. 24, 1993 91 641 Gen. 2944 Valerie A. Parenti et al Nov. 24, 1993 91 643 Gen. 2945 A&R Properties, Inc. Sept. 16, 1993 90 673 Gen. 2946 Leeward Realty Holding Corp. June 2, 1994 95 229 Gen. 2947 Kane Corporation June 1, 1994 95 186 Gen. 2948 Thomas H. Murray et ux May 26, 1994 95 184 Gen. 2949 Ronald E. Laliberte et al Aug. 9, 1994 96 415 Gen. 2950 Narragansett Investment Company July 27, 1994 96 226 Gen. 2951 Harold N. Stewart et al July 25, 1994 96 224 Gen. 2952 Robert L. Malacarne et al July 20, 1994 96 222 Gen. 2953 Albert Romanella et ali July 15, 1994 96 219 Gen. 2954 Charles H. Gifford III July 27, 1994 96 217 Gen. 2955 James E. Sheehan June 6, 1994 95 779 Gen. 2956 Oceanview Partners, L.P. Nov. 14, 1994 97 563 Gen. 2958 Malcolm L. Spaulding Jan. 19, 1995 98 390 Gen. 2959 SCITUATE Recorded in Scituate Land Records -------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Town of Scituate June 7, 1994 155 760 Gen. 8028 Gennaro Macera et ali Nov. 16, 1994 157 864 Gen. 8029 Scituate Village Shopping Nov. 14, 1994 157 867 Gen. 8030 SMITHFIELD Recorded in Smithfield Land Records ---------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- James Kilduff et al Mar. 13, 1993 155 405 Gen. 9069 Mountaindale Estates, LCC Oct. 21, 1993 168 37 Gen. 9070 Andrew J. D'Angelo et ux Nov. 23, 1993 171 141 Gen. 9071 Carl R. Adler et al July 13, 1993 163 463 Gen. 9072 Jeffrey H. Adler July 15, 1993 163 461 Gen. 9073 Charles P. Brochu et ux Jan. 15, 1994 173 445 Gen. 9074 William Machala et ux June 16, 1994 177 197 Gen. 9075 Ferdinand E. Bottai et ux April 8, 1994 177 193 Gen. 9076 Mary Frances Caouette et al, Trs. May 21, 1993 177 195 Gen. 9077 RFA Realty Associates Feb. 1, 1993 154 742 Gen. 9078 Rhode Island Port Authority Sept. 28, 1994 182 124 Gen. 9079 and Economic Development Corporation Karl R. Adler et ux Dec. 15, 1994 183 780 Gen. 9080 Robert Rongione Feb. 27, 1995 185 242 Gen. 9081 Beth Marie Ochsner et al Feb. 26, 1995 185 244 Gen. 9082 Village at Waterman Lake Limited Partnership April 18, 1995 187 83 Gen. 9083 SOUTH KINGSTOWN Recorded in South Kingstown Land Records --------------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- South County Sand & Gravel Oct. 25, 1993 529 315 Gen. 11,276 Co., Inc. Janette L. Gouvin Oct. 28, 1993 529 318 Gen. 11,277 Alan G. Wild et al Nov. 2, 1993 529 320 Gen. 11,278 Denison Associates Sept. 21, 1993 522 478 Gen. 11,279 Thomas A. Champlin Sept. 23, 1993 522 481 Gen. 11,280 Leonard John Lafreniere et al Nov. 5, 1993 532 254 Gen. 11,281 James A. Johnson Nov. 8, 1993 532 259 Gen. 11,282 John D. Lillibridge Nov. 13, 1993 532 261 GEN. 11,283 Phillip J. Allaire et al Nov. 22, 1993 532 257 GEN. 11,284 John F. Jillett et al Sept. 8, 1993 521 445 GEN. 11,285 Fakhrerazi Nikkhah et al Sept. 13, 1993 521 249 GEN. 11,286 South County Sand and Sept. 7, 1993 521 251 GEN. 11,287 Gravel Co. Inc. Barbara Butler et al Sept. 28, 1993 526 95 GEN. 11,288 Washington County Builders, Inc. Oct. 21, 1993 526 477 GEN. 11,289 Wood Beam, Inc. Oct. 21, 1993 526 479 Gen. 11,290 ames R. Briggs et al Dec. 21, 1993 539 295 Gen. 11,291 Jon C. Boothroyd Feb. 26, 1993 545 13 Gen. 11,292 Scot V. Hallbert et al Mar. 24, 1994 549 105 Gen. 11,293 Paul H. Johnson et al Mar. 25, 1994 549 103 Gen. 11,294 John V. McCloskey May 10, 1994 555 115 Gen. 11,297 Anthony P. Pagluighi et al Apr. 26, 1994 555 109 Gen. 11,298 Carole M. Elliott et al May 20, 1994 557 470 Gen. 11,299 Lawson W. Durfee June 1, 1994 558 345 Gen. 11,300 South County Hospital, Inc. June 6, 1994 558 347 Gen. 12,201 Donald W. Jackson et ali June 6, 1994 558 353 Gen. 12,202 Donald W. Jackson et ali June 6, 1994 558 350 Gen. 12,203 Gertrude May June 7, 1994 558 356 Gen. 12,204 James Kelley et al June 22, 1994 561 71 Gen. 12,205 Alicia J. Palmer June 20, 1994 561 73 Gen. 12,206 Terrence P. Donnelly et al June 23, 1994 561 75 Gen. 12,207 Anthony G. Stanzione July 18, 1994 565 115 Gen. 12,208 Devine Construction Co. Inc. Aug. 1, 1994 565 117 Gen. 12,209 Weeden Farms Limited Partnership Sept. 7, 1994 571 196 Gen. 12,210 Thomas Spath et al Sept. 23, 1994 571 198 Gen. 12,211 M and S Development Oct. 7, 1994 574 445 Gen. 12,212 Mabel S. Hempstead Sept. 20, 1994 574 441 Gen. 12,213 Ellie and Rob Realty Corp. Oct. 11, 1994 574 443 Gen. 12,214 Gerald Zarrella Dec. 20, 1994 578 491 Gen. 12,215 Jane F. Stedman Nov. 14, 1994 577 437 Gen. 12,216 Wakefield Mill Properties Nov. 8, 1994 577 435 Gen. 12,217 James F. McKenna et ux Jan. 11, 1995 581 74 Gen. 12,218 Wakefield Mill Properties Jan. 24, 1995 581 76 Gen. 12,219 Jack Oliver Dec. 29, 1994 581 78 Gen. 12,220 Albert J. Greene Jan. 12, 1995 581 72 Gen. 12,221 TIVERTON Recorded in Tiverton Land Records -------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Holly Brook LLC Nov. 22, 1993 4136 23 Gen. 5487 Alfred Souza Mello et al Nov. 22, 1993 4137 25 Gen. 5488 John Soares et ux Feb. 15, 1994 313 312 Gen. 5489 William Enos Mar. 2, 1993 379 98 Gen. 5490 Bradford Dowty Feb. 12, 1993 379 100 Gen. 5491 Holly Brook LLC Nov. 22, 1993 3250 209 Gen. 5492 Randy J. Lebeau et ux Aug. 6, 1993 394 309 Gen. 5493 Harold G. Leahy Sept. 27, 1994 432 380 Gen. 5494 Robert Brinkman Oct. 27, 1994 432 382 Gen. 5495 Jack L. Hoover, Jr. et ux July 22, 1993 391 295 Gen. 5496 Holly Brook, LLC Oct. 4, 1994 432 251 Gen. 5497 WARREN Recorded in Warren Land Records ------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Market Street Land Corporation Oct. 12, 1993 209 189 Gen. 174 State of Rhode Island and Providence Plantations Aug. 15, 1994 226 82 Gen. 175 State of Rhode Island and Providence Plantations Aug. 15, 1994 226 74 Gen. 176 Jacob's Point Homeowners Corporation Sept. 15, 1994 227 200 Gen. 177 A. William Munro et al Dec. 14, 1994 230 336 Gen. 178 WARWICK Recorded in Warwick Land Records ------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Appollo Real Estate Oct. 22, 1993 2102 338 Gen. 7265 Greenwood Nursing Home, Inc. Nov. 17, 1993 2116 243 Gen. 7266 Phillip Francis et al Dec. 15, 1993 2133 244 Gen. 7267 Ranaldi Realty, L.L.C. Sept. 14, 1993 2066 211 Gen. 7268 Paolina/Watson Associates Sept. 10, 1993 2064 150 Gen. 7269 G&H Enterprises Oct. 14, 1993 2084 153 Gen. 7270 K Mart Corporation Dec. 22, 1993 2148 38 Gen. 7271 Dari Realty Associates Dec. 17, 1993 2148 41 Gen. 7272 Frank Paolino Jan. 6, 1994 2166 148 Gen. 7273 Tina M. Izzi Sept. 27, 1993 2085 320 Gen. 7274 Janet E. MacLaughlan Apr. 16, 1994 2205 334 Gen. 7275 Sparrows Point I Associates June 22, 1994 2246 234 Gen. 7276 Centerville Builders, Inc. Aug. 29, 1994 2271 170 Gen. 7277 Baker Commodities, Inc. June 22, 1994 2247 206 Gen. 7278 A & R Properties Inc. Oct. 7, 1994 2301 152 Gen. 7279 Val-Jan Inc. Oct. 28, 1994 2301 154 Gen. 7280 Renaissance Development Corp. Nov. 1, 1994 2301 157 Gen. 7281 L-7 Inc. Sept. 27, 1994 2301 159 Gen. 7282 Cookson America, Inc. Sept. 30, 1994 2301 163 Gen. 7283 Valerie T. Bechaz (FEE) Feb. 3, 1995 2334 307 RPT 82' City of Warwick Oct. 27, 1994 2313 103 Gen. 7284 Norwood Facilities, Inc. Dec. 7, 1994 2313 105 Gen. 7285 WESTERLY Recorded in Westerly Land Records -------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Anthony V. Selvidio et al July 13, 1993 480 328 Gen. 11,844 Anthony V. Selvidio,Jr.et al Aug. 31, 1993 480 330 Gen. 11,845 The Paul E. Trombino Memorial Foundation, Inc. Jan. 11, 1994 502 215 Gen. 11,846 Leeward Realty Holding Corporation Jan. 26, 1994 504 225 Gen. 11,847 Steven Artigas Mar. 9, 1994 512 162 Gen. 11,848 Richard C. Vacca et al May 22, 1994 519 319 Gen. 11,849 Elisa J. Zanella Aug. 2, 1994 529 97 Gen. 11,850 Louis R. Zanella Aug. 2, 1994 529 95 Gen. 11,851 Westerly Hospital June 24, 1994 525 15 Gen. 11,852 Leeward Realty Holding Corporation July 19, 1994 533 244 Gen. 11,853 WEST GREENWICH Recorded in West Greenwich Land Records -------------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Mario Lubic Oct. 1, 1993 63 458 Gen. 1581 John Ruzzo et al Oct. 20, 1993 64 333 Gen. 1582 Gary Johnson et al Oct. 15, 1993 64 331 Gen. 1583 Kurt A. Wilcox et al Feb. 18, 1994 65 632 Gen. 1584 Edward T. Greene et al Aug. 31, 1994 67 806 Gen. 1585 Edward J. O'Brien et ali Sept. 15, 1994 68 14 Gen. 1586 Edward J. Overton Sr. et al Nov. 17, 1994 68 759 Gen. 1587 Paul Vance Bishop et al April 27, 1995 70 8 Gen. 1588 WEST WARWICK Recorded in West Warwick Land Records ------------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Virgil Lawrence et ux Aug. 18, 1993 529 189 Gen. 8553 Hilltop Realty, Inc. Dec. 23, 1993 550 26 Gen. 8554 Arthur Henault, Jr. et ux Nov. 22, 1994 585 292 Gen. 8555 Robert B. Sorrell et ux Feb. 17, 1995 587 146 Gen. 8556 Tara Food Services, Incorporated Oct. 20, 1994 578 53 Gen. 8557 ALL OF THE LAND AND RIGHTS IN LAND HEREINABOVE REFERRED TO IN THIS SCHEDULE OF PROPERTY ARE CONVEYED SUBJECT TO ALL RESTRICTIONS, RESERVATIONS, EXCEPTIONS, CONDITIONS AND AGREEMENTS SET FORTH OR REFERRED TO IN THE DEEDS HEREINABOVE MENTIONED AND THE DEEDS THEREIN REFERRED TO INSOFAR AS THE SAME ARE NOW IN FORCE AND APPLICABLE; AND THERE IS EXCEPTED FROM CERTAIN OR SAID RIGHTS SO MUCH THEREOF AS HAS BEEN TAKEN BY THE STATE OF RHODE ISLAND OR MUNICIPAL AUTHORITIES FOR HIGHWAY PURPOSES AND CERTAIN OF SAID RIGHTS ARE SUBJECT TO SUCH OTHER RIGHTS AND EASEMENTS AS WERE TAKEN BY GOVERNMENTAL AUTHORITIES; AND CERTAIN OF SAID RIGHTS AND EASEMENTS HEREINABOVE REFERRED TO ARE SUBJECT TO PRIOR LIENS, HOWEVER, SAID PRIOR LIENS WILL NOT INTERFERE WITH THE PROPER OPERATION OF THE COMPANY'S BUSINESS, AND THEIR EFFECT, IF ANY, UPON THE SECURITY OF THE INDENTURE MAY PROPERLY BE IGNORED; AND CERTAIN OF SAID RIGHTS HEREINABOVE REFERRED TO WERE CONVEYED TO THE NARRAGANSETT ELECTRIC COMPANY AND TO THE NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY JOINTLY. CERTAIN OF THE LANDS AND RIGHTS IN LANDS HEREINABOVE REFERRED TO IN THIS SCHEDULE OF PROPERTY AND CERTAIN OF THE LANDS AND RIGHTS IN LANDS INCLUDED AS MORTGAGED PROPERTY IN THE GRANTING CLAUSES OF THE ORIGINAL INDENTURE AND PRIOR SUPPLEMENTAL INDENTURES, INCLUDING SCHEDULES I THERETO, MAY BE SUBJECT TO THE RIGHTS OF THE PUBLIC AND THE STATE OF RHODE ISLAND UNDER THE PUBLIC TRUST DOCTRINE. STATE OF RHODE ISLAND ) ) SC. COUNTY OF PROVIDENCE ) At Providence in said County on this 20th day of June, 1995, before me personally appeared the above named R. Nadeau, to me known and known by me to be the party executing in his capacity as Vice President for and on behalf of The Narragansett Electric Company, a corporation, the foregoing instrument and acknowledged said instrument by him so executed to be his free and voluntary act and deed and the free and voluntary act and deed of The Narragansett Electric Company, a corporation, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal this 20th day of June, 1995. By Michael D. DiNezza Michael D. DiNezza, Notary Public My commission expires: June 28, 1995 [Notarial Seal] STATE OF RHODE ISLAND ) ) SC. COUNTY OF PROVIDENCE ) At Providence in said County on this 20th day of June, 1995, before me personally appeared the above named Patrick Thebado, to me known and known by me to be the party executing in his capacity as Authorized Officer for and on behalf of Rhode Island Hospital Trust National Bank, a national banking association, the foregoing instrument and acknowledged said instrument by him so executed to be his free and voluntary act and deed and the free and voluntary act and deed of Rhode Island Hospital Trust National Bank, a national banking association, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal this 20th day of June, 1995. [Notarial Seal] By Laurie C. Wilkins Laurie C. Wilkins, Notary Public My commission expires: June 25, 1995 I, David J. Saggau, Assistant Secretary of The Narragansett Electric Company, a corporation duly organized under the laws of the State of Rhode Island and having its principal place of business in Providence, Rhode Island, HEREBY CERTIFY that at a special meeting of the stockholders of said corporation, duly called and held at 280 Melrose Street, Providence, Rhode Island, on June 9, 1995, by the affirmative action of the holders of all of the outstanding common stock of said corporation, being the only class of stock outstanding the holders of which were entitled to vote at said meeting, the following vote was duly adopted: VOTED: That the form, terms, and provisions of the Supplemental Indenture to be dated as of June 1, 1995 from the Company, to Rhode Island Hospital Trust National, Bank, as Trustee (hereinafter in these votes called the Twenty-second Supplemental Indenture), supplementing and amending the Company's First Mortgage Indenture and Deed of Trust dated as of September 1, 1944, as supplemented and amended, and mortgaging, pledging, conveying, assigning, and transferring to said Bank, as Trustee, the property and rights and interests in property therein described for the security of the First Mortgage Bonds of the Company, substantially in the form presented to this meeting, are hereby approved; and the President and each Vice President are severally authorized in the name and on behalf of the Company to execute, under the corporate seal attested by the Secretary or Assistant Secretary, to acknowledge and to deliver, in as many counterparts as the officer so acting may deem advisable, an instrument in substantially the form of said supplemental indenture, the execution and delivery of such an instrument by any of said officers to be conclusive evidence that the same is authorized by this vote. I FURTHER CERTIFY that by the affirmative action of all the directors present, upon a motion duly made and recorded, at a regular meeting of the Board of Directors of said Company, duly called and held at 280 Melrose Street, Providence, Rhode Island, on March 28, 1995, at which meeting a quorum was present and acting throughout, the following vote was duly adopted: VOTED: (i) That the form, terms, and provisions of the supplemental indentures created for each additional series of New Bonds from the Company, to Rhode Island Hospital Trust National Bank, as Trustee, supplementing and amending the Company's First Mortgage Indenture and Deed of Trust dated as of September 1, 1944, as supplemented and amended, and mortgaging, pledging, conveying, assigning, and transferring to said Bank, as Trustee, the property and rights and interests in property therein described for the security of the First Mortgage Bonds of the Company, a form of which is presented to this meeting, and hereby ordered filed as Exhibit "E" with the minutes of the meeting are hereby approved; and the President and each Vice President are severally authorized in the name and on behalf of the Company to execute, under the corporate seal attested by the Secretary or an Assistant Secretary, to acknowledge and to deliver, in as many counterparts as the officer so acting may deem advisable, an instrument in substantially the form of supplemental indenture (with appropriate insertions of principal amounts, maturity dates, interest payment dates, provisions for redemption, and refunding provisions, and interest rates, as well as other terms and conditions for the specific series of New Bonds, and with such further modifications as the officers executing said supplemental indenture shall approve, such execution to be conclusive evidence of such approval); and the execution and delivery of such an instrument by any of said officers to be conclusive evidence that the same is authorized by this vote. VOTED: (ii) That the Board of Directors considers the additions to, the covenants and agreements of the Indenture, as contained in the form of the supplemental indentures authorized by the preceding vote, to be for the protection of the holders of the Bonds outstanding under the Indenture and for the protection of the trust estate. AND I FURTHER CERTIFY that as appears from the records of said corporation R. Nadeau is Vice President of said corporation and duly authorized to execute in its name and on its behalf the foregoing Twenty- second Supplemental Indenture, dated as of June 1, 1995, that the foregoing Twenty-second Supplemental Indenture to which this certificate is attached is substantially in the form presented to and approved at said meetings; that the foregoing is a true and correct copy of the votes passed at said meetings respectively as recorded in the records of said corporation and that said votes remain in full force and effect without alteration. IN WITNESS WHEREOF I have hereunto subscribed my name as Assistant Secretary as aforesaid and have caused the corporate seal of said corporation to be hereto affixed this 20th day of June, 1995. David J. Saggau [Corporate Seal] David J. Saggau, Assistant Secretary of THE NARRAGANSETT ELECTRIC COMPANY RECORDING NOTE Schedule of cities and towns in Rhode Island in which the Twenty-second Supplemental Indenture of The Narragansett Electric Company dated as of June 1, 1995 has been recorded as a mortgage of real estate and financing statements have been filed as a security interest in fixtures Barrington, R.I. Town Clerk's Office Bristol, R.I. Town Clerk's Office Burrillville, R.I. Town Clerk's Office Charlestown, R.I. Town Clerk's Office Coventry, R.I. Town Clerk's Office Cranston, R.I. City Clerk's Office Cumberland, R.I. Town Clerk's Office East Greenwich, R.I. Town Clerk's Office East Providence, R.I. City Clerk's Office Exeter, R.I. Town Clerk's Office Foster, R.I. Town Clerk's Office Glocester, R.I. Town Clerk's Office Hopkinton, R.I. Town Clerk's Office Johnston, R.I. Town Clerk's Office Lincoln, R.I. Town Clerk's Office Little Compton, R.I. Town Clerk's Office Narragansett, R.I. Town Clerk's Office North Kingstown, R.I. Town Clerk's Office North Providence, R.I. Town Clerk's office North Smithfield, R.I. Town Clerk's Office Pawtucket, R.I. City Clerk's Office Providence, R.I. City Clerk's Office Richmond, R.I. Town Clerk's Office Scituate, R.I. Town Clerk's Office Smithfield, R.I. Town Clerk's office South Kingstown, R.I. Town Clerk's Office Tiverton, R.I. Town Clerk's office Warren, R.I. Town Clerk's Office Warwick, R.I. City Clerk's Office Westerly, R.I. Town Clerk's Office West Greenwich, R.I. Town Clerk's Office West Warwick, R.I. Town Clerk's Office Woonsocket, R.I. City Clerk's Office A financing statement was filed, as a security interest in personal property and fixtures, in the office of the Secretary of State of Rhode Island on June 20, 1995.