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103570737v6 8 201500400 this Section, the procedures for redemption of the First Mortgage Bonds shall be as provided in Article Five of the Original Indenture. Section 2. The Company, with the approval of the Trustee, may enter into a written agreement with the Holder of any First Mortgage Bonds providing that payment of such First Mortgage Bonds called for redemption in part only may be made directly by mail, wire transfer or in any other manner to the Holder thereof without presentation or surrender thereof (notwithstanding the provisions of Section 5.06 of the Original Indenture) if there shall be delivered to the Trustee an agreement (which may be executed in counterparts between the Company and such Holder (or other Person acting as agent for such Holder or for whom such Holder is a nominee) that payment shall be so made, and that in the event the Holder thereof shall sell or transfer any such First Mortgage Bonds (a) it will, prior to the delivery of such Bonds, either (i) surrender such First Mortgage Bonds to the Trustee to make a proper notation of the amount of principal paid thereon or (ii) surrender such First Mortgage Bonds to the Trustee against receipt of one or more First Mortgage Bonds in an aggregate principal amount equal to the unpaid principal portion of the Bonds so surrendered, and (b) it will promptly notify the Company and the Trustee of the name and address of the transferee of any First Mortgage Bonds so transferred. The Trustee shall not be liable or responsible to any such Holder or transferee or to the Company or to any other Person for any act or omission to act on the part of the Company or any such Holder in connection with any such agreement. The Company will indemnify and save the Trustee harmless against any liability resulting from any such act or omission and against any liability resulting from any action taken by the Trustee in accordance with the provisions of any such agreement. The Company will afford the benefits of this Section 2 to any Institutional Investor that is the direct or indirect transferee of any First Mortgage Bond purchased by a Holder under the Bond Purchase Agreement and that has made the same agreement relating to such First Mortgage Bonds as is contemplated by this Section 2. Section 3. Maturity. As provided therein, the entire unpaid principal balance of the First Mortgage Bonds of the 4.22% Series shall be due and payable on December 19, 2044. Section 4. Optional Redemption. The Company may, at its option, upon notice as provided below, redeem at any time all, or from time to time any part of, the First Mortgage Bonds of the 4.22% Series in an amount not less than $1,000,000 in the case of a partial redemption, at (i) 100% of the principal amount so redeemed, and (ii) if the Redemption Date is earlier than June 19, 2044, the Make -Whole Amount determined for the redemption with respect to such principal amount. The Company will give each holder of First Mortgage Bonds to be redeemed written notice of each optional redemption under this Section 4 not less than 30 days and not more than 60 days prior to the date fixed for such redemption. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the First Mortgage Bonds to be redeemed on such date, the principal amount of each First Mortgage Bond held by such Holder to be redeemed (determined in accordance with Article III Section 5), and the interest to be paid on the Redemption Date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make -Whole Amount, if any, due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to such Redemption Date, the Company shall deliver to