YORKSHIRE POWER FINANCE 2 LIMITED, as Issuer



                                       and



                   YORKSHIRE POWER GROUP LIMITED, as Guarantor



                                       and



                              THE BANK OF NEW YORK,



                       as Trustee, Principal Paying Agent,



                          Registrar and Transfer Agent



                          FIRST SUPPLEMENTAL INDENTURE



                          Dated as of February 16, 2000



                    Reset Senior Notes Due February 15, 2020





<PAGE>





                  FIRST SUPPLEMENTAL INDENTURE, dated as of February 16, 2000

(this "First Supplemental Indenture"), among YORKSHIRE POWER FINANCE 2 LIMITED,

a limited liability company organized under the laws of the Cayman Islands, as

issuer (the "Company"), YORKSHIRE POWER GROUP LIMITED, a private limited company

incorporated under the laws of England and Wales, as guarantor (the

"Guarantor"), and THE BANK OF NEW YORK, as Trustee, Principal Paying Agent,

Security Registrar and Transfer Agent under the Original Indenture referred to

below (the "Trustee").



                                   WITNESSETH:



                  WHEREAS, each of the Company and the Guarantor has heretofore

executed and delivered to the Trustee an indenture dated as of February 1, 2000,

(hereinafter called the "Original Indenture"), to provide for the issuance from

time to time of certain of the Company's unsecured debentures, notes or other

evidences of indebtedness (herein called the "Securities"), the forms and terms

of which are to be established as set forth in Sections 201 and 301 of the

Original Indenture;



                  WHEREAS, Section 901 of the Original Indenture provides, among

other things, that the Company, the Guarantor and the Trustee may enter into

indentures supplemental to the Original Indenture for, among other things, the

purpose of establishing the forms and terms of the Securities of any series as

permitted by Sections 201 and 301 of the Original Indenture and of appointing an

Authenticating Agent with respect to the Securities of any series;



                  WHEREAS, the Company desires to create a series of the

Securities in an aggregate principal amount of (pound)155,000,000 to be

designated Reset Senior Notes Due February 15, 2020 (the "Senior Notes"), and

all action on the part of the Company necessary to authorize the issuance of the

Senior Notes under the Original Indenture and this First Supplemental Indenture

has been duly taken;



                  WHEREAS, all acts and things necessary to make the Senior

Notes, when executed by the Company and authenticated and delivered by the

Trustee as in the Original Indenture provided, the valid and binding obligations

of the Company and to constitute these presents a valid and binding supplemental

indenture and agreement according to its terms, have been done and performed;



                  NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:



                  That in consideration of the premises and of the acceptance

and purchase of the Senior Notes by the holders thereof and of the acceptance of

this trust by the Trustee, each of the Company and the Guarantor covenants and

agrees with the Trustee, for the equal benefit of holders of the Senior Notes,

as follows:



                                   ARTICLE ONE



                                   Definitions



                  The use of terms and expressions herein is in accordance with

the definitions, uses and constructions contained in the Original Indenture and

the forms of Securities attached hereto as Exhibits A and B. In addition, for





                                      -1-



<PAGE>



all purposes of this First Supplemental Indenture, except as otherwise expressly

provided or unless the context otherwise expressly requires, the following terms

shall have the respective meanings assigned to them as follows and shall he

construed as if defined in Article One of the Original Indenture:



                  "Agent Bank" means The Bank of New York as designated by the

Company in the Interest Calculation Agency Agreement, dated as of February 1,

2000, among the Company, the Guarantor and the Agent Bank.





                  "Book-Entry Depositary" means The Bank of New York as

designated by the Company in the Deposit Agreement until a successor shall have

become such pursuant to the applicable provisions of the Deposit Agreement, and

thereafter "Book-Entry Depositary" shall mean such successor Book-Entry

Depositary or the nominee or custodian of either.



                  "Business Day" means each day that is not a Saturday, Sunday

or a day on which banking institutions or foreign exchange markets in New York

City and London are authorized or obligated by law to remain closed.



                  "Callholder" means UBS AG, London Branch, as holder of the

call option under the Call Option Agreement.



                  "Call Option Agreement" means the confirmation, dated February

9, 2000, between the Pass-Through Trustee and the Callholder, pursuant to the

ISDA Master Agreement, providing a call option to the Callholder.



                  "Conversion Event" means the declaration, at any time prior to

(but excluding) the Initial Reset Date, of the principal amount of the Senior

Notes to be due and payable immediately in accordance with Section 502 of the

Original Indenture as a result of the occurrence of an Event of Default.



                  "Definitive Registered Securities" means the Senior Notes

substantially in the form of Exhibit B to this First Supplemental Indenture.



                  "Deposit Agreement" means the Deposit Agreement, dated as of

February 1, 2000, among the Company, the Book-Entry Depositary and the holders

and beneficial owners from time to time of interests in the Book-Entry Interests

issued thereunder.



                  "DTC" means The Depository Trust Company, New York, New York,

or its successors.



                  "Fixed Rate Determination Date" means the tenth Business Day

prior to the Fixed Rate Reset Date.



                  "Fixed Rate Reset Date" means the Reset Date corresponding to

the Floating Rate Period Termination Date or the Initial Reset Date, as

applicable.



                  "Floating Period Interest Rate" means, with respect to any

Floating Rate Reset Period, the per annum interest rate with respect to the

Senior Notes for such Floating Rate Reset Period determined by the Remarketing

Agent in accordance with the Remarketing Agreement.







                                   -2-



<PAGE>



                  "Floating Rate Option" means the right of the Company to, at

its option, reset the interest rate on the Senior Notes on the Initial Reset

Date to the Floating Period Interest Rate for each Floating Rate Reset Period.



                  "Floating Rate Period" means the period from and including the

Initial Reset Date to but excluding the Floating Rate Period Termination Date.



                  "Floating Rate Period Termination Date" means February 15,

2006 (unless such date is not a Business Day, in which case the next succeeding

day that is a Business Day) or, if the Company elects to earlier terminate the

Floating Rate Period, an earlier Reset Date, provided that the Company gives

notice of such election to the Trustee and the Remarketing Agent no later than

the 17th Business Day prior to such earlier Reset Date in accordance with the

Remarketing Agreement.



                  "Floating Rate Purchase Price" means the purchase price to be

paid by any Floating Rate Dealer for the Senior Notes on the Initial Reset Date,

which shall be equal to (i) the principal amount of the Senior Notes plus (ii)

the Senior Note Premium.



                  "Floating Rate Reset Period" means the period from and

including the Initial Reset Date to but excluding the next succeeding Reset Date

and thereafter the period from and including such next succeeding Reset Date to

but excluding the next succeeding Reset Date; provided, however, that the final

Floating Rate Reset Period shall extend to but exclude the Floating Rate Period

Termination Date.



                  "Floating  Rate Spread  Determination  Date" means the tenth

Business Day prior to the Initial Reset Date.



                  "Global Securities" means Global Bearer Securities, evidencing

the Senior Notes, issued to the Book-Entry Depositary substantially in the form

of Exhibit A to this First Supplemental Indenture.



                  "Initial Reset Date" means February 15, 2005 (unless such date

is not a Business Day, in which case the next succeeding day that is a Business

Day).



                  "Interest Accrual Period" means the period from and including

the preceding Interest Payment Date (or, in the case of the first such period,

from and including the date of initial issuance of the Senior Notes) to but

excluding the current Interest Payment Date.



                  "Interest Payment Date" means, in the case of interest

accruing on the Senior Notes (i) during the period from and including the date

of initial issuance of the Senior Notes to but excluding the Initial Reset Date,

each February 15 and August 15 in such period and the Initial Reset Date (unless

any such date is not a Business Day and a Conversion Event has not occurred, in

which case the next succeeding day that is a Business Day), (ii) during the

period from and including the Fixed Rate Reset Date to but excluding the final

maturity of the Senior Notes, each February 15 and August 15 occurring after the

Initial Reset Date and (iii) during each Floating Rate Reset Period in the

Floating Rate Period, the Reset Date next succeeding such Floating Rate Reset

Period.



                                      -3-





<PAGE>



                  "Interest Rate to Maturity" means the per annum interest rate

with respect to the Senior Notes from and including the Fixed Rate Reset Date to

but excluding the final maturity of the Senior Notes equal to the rate that

would amortize the Senior Note Premium determined by the Remarketing Agent

pursuant to the Remarketing Agreement.



                  "ISDA Master Agreement" means the ISDA Master Agreement dated

as of February 1, 2000 between UBS AG, London Branch and the Pass-Through

Trustee, as supplemented and amended by the Schedule thereto.



                  "Pass-Through Trustee" means The Bank of New York, as trustee

of the Yorkshire Power Pass-Through Asset Trust 2000-1.



                  "Reference Banks" means the Agent Bank and any other four

reference dealers selected by the Agent Bank and agreed to by the Company.



                  "Regulation S" means Regulation S under the Securities Act, as

such Regulation may be amended from time to time, or under any similar rules or

regulations hereafter adopted by the Commission.



                  "Remarketing Agreement" means the Remarketing Agreement dated

as of February 1, 2000 among the Company, the Guarantor and the Remarketing

Agent.



                  "Remarketing Agent" means UBS AG, London Branch or any

affiliate thereof or its successor or assigns.



                  "Reset Date" means the Initial Reset Date and, as applicable,

May 15, 2005, August 15, 2005, November 15, 2005 or February 15, 2006 (unless

any such date is not a Business Day, in which case the next succeeding day that

is a Business Day).



                  "Restricted Securities Legend" means a legend substantially in

the form of the legend contained in the form of Global Security set forth in

Exhibit A hereto.



                  "Restricted Security" means the Senior Notes that bear or are

required to bear the Restricted Securities Legend.



                  "Rule 144A" means Rule 144A under the Securities Act, as such

Rule may be amended from time to time, or under any similar rules or regulation

hereafter adopted by the Commission.



                  "Screen Rate" means the rate for six-month Sterling deposits

displayed on the Bridge/Telerate Page No. 3750 (or such replacement page on that

service which displays the information).



                  "Senior Note Premium" means the premium on the Senior Notes

determined by the Remarketing Agent pursuant to the Remarketing Agreement.



                                      -4-





<PAGE>



                                   ARTICLE TWO



                     Terms and Issuance of the Senior Notes



                  SECTION 201.      Issue of Securities.



                  (a) A series of Securities which shall be designated the

"Reset Senior Notes Due February 15, 2020" shall be executed, authenticated and

delivered in accordance with the provisions of, and shall in all respects be

subject to the terms, conditions and covenants of the Original Indenture and

this First Supplemental Indenture (including the forms of the Senior Notes set

forth in Exhibits A and B hereto).



                  (b) The aggregate principal amount of the Senior Notes which

may be authenticated and delivered under the First Supplemental Indenture shall

not, except as permitted by the provisions of the Original Indenture, exceed

(pound)155,000,000; provided, however, that, upon the occurrence of a Conversion

Event, such aggregate principal amount shall not, except as permitted by the

provisions of the Original Indenture, exceed $250,000,000.



                  (c) On or after the Initial Reset Date, the Senior Notes shall

be issuable in minimum denominations of (pound)10,000 and integral multiples of

(pound)1,000 in excess thereof. Prior to the Initial Reset Date, (i) so long as

the Senior Notes are issued in the form of one or more Global Securities, the

Senior Notes shall be issuable in any denomination or denominations requested by

the Book-Entry Depositary and (ii) if the Senior Notes are issued in the form of

Definitive Registered Securities, the Senior Notes shall be issuable in minimum

denominations of (pound)10,000 and integral multiples of (pound)1,000 in excess

thereof, unless such Definitive Registered Securities are issued as a result of

an Optional Definitive Security Request, in which case such Senior Notes shall

be issuable in minimum denominations of $100,000 and integral multiples of

$1,000 in excess thereof.



                  (d) The Senior Notes shall have a final maturity date of

February 15, 2020.



                  (e) The Regular Record Date for the Senior Notes shall be 15

calendar days immediately prior to each Interest Payment Date.



                  SECTION 202.      Interest through Initial Reset Date.



                  (a) The per annum interest rate on the Senior Notes for each

Interest Accrual Period through the Initial Reset Date will be reset semi-

annually as described in this Section 202; provided, however, that, upon the

occurrence of a Conversion Event, the provisions of Section 203 shall become

effective.



                  (b) Interest on the Senior Notes through the Initial Reset

Date will be payable semi-annually on each Interest Payment Date, commencing on

the Interest Payment Date next succeeding the date of initial issuance of the

Senior Notes; provided, however, that, upon a Conversion Event, if any such

Interest Payment Date is not a Business Day, then payment of interest payable on

such date will be made on the next succeeding day which is a Business Day (and

without any interest or other payment in respect of any such delay).



                                      -5-





<PAGE>



                  (c) The rate of interest payable from time to time through the

Initial Reset Date in respect of the Senior Notes for any Interest Accrual

Period (the "Rate of Interest") will be determined on the basis of the following

provisions:



                  (i) on the first day of such Interest Accrual Period (the

         "Interest Determination Date"), the Agent Bank will determine the

         Screen Rate at or about 11:00 a.m. (London time) on the Interest

         Determination Date. If such Screen Rate is unavailable, the Agent Bank

         will request the principal London office of each of the Reference Banks

         to provide the Agent Bank with its offered quotation to leading banks

         for Sterling deposits in the London interbank market for such Interest

         Accrual Period at or about 11:00 a.m. (London time) on the Interest

         Determination Date. The Rate of Interest for such Interest Accrual

         Period shall be such Screen Rate plus 0.805% per annum (the "Margin")

         or, if such Screen Rate is unavailable, the arithmetic average (rounded

         upwards if necessary to the nearest 1/16th of 1%) of the offered

         quotations provided by the Reference Banks (excluding the highest and

         lowest (or, in either case, if more than one, then only one of them) of

         such quotations) plus the Margin;



                  (ii) if on the Interest Determination Date such Screen Rate is

         unavailable and only four of the Reference Banks provide offered

         quotations, the Rate of Interest for such Interest Accrual Period shall

         be determined in accordance with the provisions of paragraph (i) above

         on the basis of the offered quotations of those Reference Banks

         providing the offered quotations (excluding the highest and lowest of

         such quotations as provided in paragraph (i) above);



                  (iii) if on the Interest Determination Date such Screen Rate

         is unavailable and only two or three of the Reference Banks provide

         offered quotations, the Rate of Interest for such Interest Accrual

         Period shall be determined in. accordance with the provisions of

         paragraph (i) above on the basis of the offered quotations of those

         Reference Banks providing the offered quotations (but without excluding

         the highest and lowest of such quotations as provided in paragraph (i)

         above); and



                  (iv) if on the Interest Determination Date such Screen Rate is

         unavailable and only one or none of the Reference Banks provides an

         offered quotation, then the Rate of Interest for such Interest Accrual

         Period shall be (a) the Rate of Interest in effect for that Interest

         Accrual Period to which paragraph (i), (ii) or (iii) above shall have

         applied which last preceded such Interest Accrual Period or (b) if

         determinable and if higher, the Reserve Interest Rate (as defined

         below). The "Reserve Interest Rate" shall be the rate per annum which

         the Agent Bank determines to be either (A) the arithmetic average

         (rounded upward if necessary to the nearest 1/16th of 1%) of the

         Sterling lending rates for loans in an amount approximately equal to

         the principal amount of the Senior Notes which London banks selected by

         the Agent Bank are quoting, at or about 11:00 a.m. (London time) on the

         Interest Determination Date, for such Interest Accrual Period, to the

         Reference Banks or those of them (being at least two in number) to

         which the quotations are, in the opinion of the Agent Bank, being so

         made plus the Margin or (B) if the Agent Bank cannot determine the

         arithmetic average, the lowest Sterling lending rate which four London

         banks selected by the Agent Bank are quoting, on the Interest

         Determination Date, for such Interest Accrual Period, to leading

         European banks plus the Margin.



                                      -6-





<PAGE>



                  (d) The Agent Bank shall, as soon as practicable after 11:00

a.m. (London time) on each Interest Determination Date, but in no event later

than the third Business Day thereafter, determine the Sterling amount payable in

respect of interest on the principal amount of the Senior Notes (the "Interest

Amount") for the relevant Interest Accrual Period. The Interest Amount for any

Interest Accrual Period shall be determined by (i) applying the Rate of Interest

for such Interest Accrual Period to the principal amount of the Senior Notes and

(ii) multiplying that amount by the actual number of days in such Interest

Accrual Period divided by 365 (or if such Interest Accrual Period ends after

February 28 in a leap year, 366) expressed as a decimal and rounded upward if

necessary to the nearest 1/16th of 1%.



                  (e) All determinations, certificates, calculations, quotations

and decisions given, expressed, made or obtained for the purposes of the pro-

visions of this Section 202, whether by the Reference Banks (or any of them) or

the Agent Bank, will (in the absence of willful default, bad faith or manifest

error) be binding on the Company, the Guarantor, the Reference Banks, the Agent

Bank, the Paying Agent and all holders of Senior Notes, and (in the absence as

referred to above) no liability to the Company, the Guarantor or the holders of

Senior Notes shall attach to the Reference Banks or the Agent Bank in

connection with the exercise or non-exercise by them of their powers, duties and

discretions under this Section 202.



                  SECTION 203.      Conversion Event.



                  (a) Upon the occurrence of a Conversion Event, then

automatically (i) the aggregate principal amount of the Senior Notes shall

convert to $250,000,000 effective from the date of the immediately preceding

Interest Payment Date prior to the occurrence of such Conversion Event, (ii) the

interest rate on the Senior Notes shall convert to 8.25% per annum effective

from the date of the immediately preceding Interest Payment Date prior to the

occurrence of such Conversion Event and (iii) such interest rate shall be

calculated on the basis of a 360-day year of twelve 30-day months.



                  (b) Notwithstanding anything in Section 502 of the Original

Indenture to the contrary, the aggregate principal amount of the Outstanding

Senior Notes that shall become immediately due and payable upon a Conversion

Event shall be as set forth in clause (i) of Section 203(a) hereof.



                  (c) Upon a Conversion Event, the Trustee shall provide notice

by first class mail within 15 calendar days after the occurrence of such

Conversion Event (or if the declaration of acceleration relating to such

Conversion Event shall have been given by holders of the Senior Notes, after the

date on which the Trustee shall receive notice of such acceleration) of the

information set forth in this Section 203 to any securities exchange on which

the Senior Notes may then be listed and to the holder of the Senior Notes.



                  SECTION 204.      Interest after Initial Reset Date.



                  (a) Interest Rate to Maturity.



                  (i) In accordance with the procedures established in the

Remarketing Agreement and subject to Section 212, the interest rate in effect

with respect to the Senior Notes immediately prior to the Initial Reset Date

shall be reset on the Initial Reset Date to equal the Interest Rate to Maturity,





                                      -7-

<PAGE>



which shall be effective from and including the Initial Reset Date to but

excluding the final maturity of the Senior Notes, unless the Company shall

exercise the Floating Rate Option in accordance with paragraph (b) of this

Section 204. If the Company shall have so exercised the Floating Rate Option,

then the Floating Period Interest Rate shall be reset in accordance with the

Remarketing Agreement on the Reset Date corresponding to the Floating Rate

Period Termination Date to equal the Interest Rate to Maturity, which shall be

effective from and including such Reset Date to but excluding the final maturity

of the Senior Notes.



                  (ii) During the period from and including the Fixed Rate Reset

Date to but excluding the final maturity of the Senior Notes, interest on the

Senior Notes shall accrue on the principal amount of the Senior Notes at the

Interest Rate to Maturity and shall be payable semi-annually on each Interest

Payment Date, commencing with the first such Interest Payment Date following the

Fixed Rate Reset Date; provided, however, that, if any such Interest Payment

Date is not a Business Day, then payment of interest payable on such date will

be made on the next succeeding day which is a Business Day (and without any

interest or other payment in respect of any such delay). Interest on the Senior

Notes from the Fixed Rate Reset Date shall be computed on the basis of a 360-day

year consisting of twelve 30-day months.



                  (b) Floating Rate Period.



                  (i) In accordance with procedures established in the

Remarketing Agreement and subject to Section 212, if the Company exercises the

Floating Rate Option no later than the seventh Business Day prior to the

Floating Rate Spread Determination Date by providing notice to the Trustee and

Remarketing Agent, then the Senior Notes shall bear interest at the Floating

Period Interest Rate for each Floating Rate Reset Period in the Floating Rate

Period.



                  (ii) During each Floating Rate Reset Period in the Floating

Rate Period, interest on the Senior Notes shall accrue on the Floating Rate

Purchase Price at the Floating Period Interest Rate for such Floating Rate Reset

Period and shall be payable quarterly on each Interest Payment Date, commencing

with the first such Interest Payment Date following the Initial Reset Date. The

Interest Amount for such Floating Rate Reset Period shall be determined by (A)

applying the Floating Period Interest Rate for such Floating Rate Reset Period

to the Floating Rate Purchase Price and (B) multiplying that amount by the

actual number of days in such Floating Rate Reset Period divided by 365 (or, if

such Floating Rate Reset Period ends after February 28 in a leap year, 366)

expressed as a decimal and rounded upward if necessary to the nearest 1/16th of

1%.



                  (c) Notice.



                  Subject to Section 212, the Remarketing Agent shall notify the

Company, the Trustee and DTC by telephone, confirmed in writing (which may

include facsimile or other electronic transmission) by 4:00 p.m. (London time),

(i) on the Fixed Rate Determination Date of the Interest Rate to Maturity, which

shall be effective from and including the Fixed Rate Reset Date and (ii) on each

Reset Date, if the Company elects the Floating Rate Option, of the Floating

Period Interest Rate for the Floating Rate Reset Period beginning on such Reset

Date, which shall be effective from and including such Reset Date. Any such

notification by the Remarketing Agent, absent manifest error, shall be binding

and conclusive upon the holders of beneficial interests in the Senior Notes, the

Company, the Guarantor and the Trustee.



                                      -8-



<PAGE>



                  SECTION 205.      Limitation on Liens. The covenant provided

by Section 1004 of the Original Indenture shall be applicable to the Senior

Notes.



                  SECTION 206.      Limitation on Sale and Lease-Back Trans-

actions. The covenant provided by Section 1005 of the Original Indenture shall

be applicable to the Senior Notes.



                  SECTION 207.      Guarantee. The Guarantee provided by Article

Fourteen of the Original Indenture shall be applicable to the Senior Notes.



                  SECTION 208.      Place of Payment.



                  (a) The Place of Payment in respect of the Senior Notes will

be in New York, New York, initially the Corporate Trust Office of The Bank of

New York, and, for so long as the Senior Notes are listed on the Luxembourg

Stock Exchange, in Luxembourg, initially the corporate trust office of Banque

Generale du Luxembourg S.A., which at the date hereof, is located at 50 Avenue

J. F. Kennedy, L-2951 Luxembourg.



                  (b) The Trustee shall make Sterling-denominated payments on

the Senior Notes through a London-based account of the Trustee.



                  SECTION 209.     Issuance of Global Securities. Each of the

Senior Notes shall be issued as one or more Global Securities and delivered by

the Trustee to the Book-Entry Depositary, as the Holder thereof, or a nominee or

custodian therefor, to be held by the Book-Entry Depositary pursuant to the

Deposit Agreement. Definitive Registered Securities shall only be issued by the

Company in exchange for the Global Securities in the circumstances set forth in

the Global Securities. The forms of the Global Securities and the Definitive

Registered Securities shall be substantially in the forms of Exhibits A and B,

respectively, attached hereto, the terms of which are herein incorporated by

reference and which are part of this First Supplemental Indenture. The Senior

Notes offered and sold in their initial distribution in reliance on Rule 144A

shall initially be issued in the form of one or more separate Global Securities

(each, a "Rule 144A Global Security"). The Senior Notes offered and sold in

their initial distribution in reliance on Regulation S shall initially be issued

in the form of one or more separate Global Securities (each, a "Regulation S

Global Security").



                  SECTION 210.      Transfer Restrictions.



                  (a) Except as otherwise determined by the Company in

accordance with applicable law as set forth below, the Senior Notes shall bear

the Restricted Securities Legend and may not be transferred except in compliance

with the Restricted Securities Legend. Unless with respect to the whole or any

portion of any Restricted Security the Company determines otherwise in

accordance with applicable law, the Restricted Securities Legend borne by such

Restricted Security shall be removed by the Company (i) in the case of any Rule

144A Global Security or any Definitive Registered Security issued in exchange

for an interest therein, upon presentation to the Trustee of such Restricted

Security by the Holder thereof at any time on or after the occurrence of the

"Resale Restriction Termination Date" on such Legend and (ii) in the case of any

Regulation S Global Security or any Definitive Registered Security issued in

exchange for an interest therein, upon presentation to the Trustee of such



                                      -9-



<PAGE>



Restricted Security by the Holder thereof at any time on or after the expiration

of the "distribution compliance period" (within the meaning of Regulation S).

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