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200410978 unless an equal installment or balance of principal of the Term Loans is not due and payable on such day or on the Term Loan Maturity Date, as applicable, in accordance with the Credit Agreement by reason of prior prepayment of the Term Loans (in which event, there shall be due and payable on the First Mortgage Bonds, Collateral (2004) Series B on such day or on the Term Loan Maturity Date, as applicable, an amount of principal of said Bonds equal to the Term Loan Applicable Share of the amount of principal of the Term Loans that is payable on such day or on the Term Loan Maturity Date, as applicable, in accordance with the Credit Agreement); the unpaid principal amount of the First Mortgage Bonds, Collateral (2004) Series B shall bear interest at one or more variable interest rates per annum which rate or rates for each day shall be equal to the rate or rates per annum borne by the Term Loans in accordance with the Credit Agreement for such day (calculated in the manner provided in the Credit Agreement for the calculation of interest on the Term Loans), payable on each day on which interest is payable on the Term Loans in accordance with the Credit Agreement (and in an amount equal to the Term Loan Applicable Share of the amount of interest that is payable on the Term Loans on such day in accordance with the Credit Agreement) to the Collateral Agent, as the registered owner, without regard to, or necessity for, any record date; the principal of and interest on each said Bond to be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. First Mortgage Bonds, Collateral (2004) Series B shall be dated as in Section 3.03(c) of the Original Indenture (as supplemented) provided. As permitted pursuant to Sections 3.01 and 5.06 of the Indenture (as supplemented), scheduled amortization payments with respect to the First Mortgage Bonds, Collateral (2004) Series B (as specified for the First Mortgage Bonds, Collateral (2004) Series B prior to the Term Loan Maturity Date pursuant to the preceding paragraph of this Section 1) shall not constitute a redemption in part of the First Mortgage Bonds, Collateral (2004) Series B for purposes of Section 5.06 of the Indenture (as supplemented) (and, therefore, surrender of the First Mortgage Bonds, Collateral (2004) Series B shall not be a condition to the receipt by the registered owners of the First Mortgage Bonds, Collateral (2004) Series B of such scheduled amortization payments). SECTION 2. First Mortgage Bonds, Collateral (2004) Series B shall be issued only as registered Bonds without coupons of the denomination of $1,000, or any integral multiple of $1 in excess of $1,000, appropriately numbered. First Mortgage Bonds, Collateral (2004) Series B may be exchanged, upon surrender thereof, at the office or agency of the Company in the Borough of Manhattan, The City of New York, State of New York, for one or more First Mortgage Bonds, Collateral (2004) Series B of other authorized denominations, for the same aggregate principal amount, subject to the terms and conditions set forth in the Indenture. First Mortgage Bonds, Collateral (2004) Series B shall not be transferable except to any successor Collateral Agent under the Collateral Agreement. As a condition precedent to any transfer of the First Mortgage Bonds, Collateral (2004) Series B by the Collateral Agent, the Collateral Agent shall submit to the Company, the Trustee and the NY55/405431.7 12