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200410978
<br />successors in the trust under the Indenture, for the benefit of those who shall hold the
<br />Bonds as follows:
<br />ARTICLE I
<br />DESCRIPTION OF FIRST MORTGAGE BONDS, COLLATERAL (2004)
<br />SERIES A
<br />SECTION 1. The Company hereby creates a new series of Bonds to be known as
<br />"First Mortgage Bonds, Collateral (2004) Series A, due 2009 ". The First Mortgage
<br />Bonds, Collateral (2004) Series A shall be executed, authenticated and delivered in
<br />accordance with the provisions of, and shall in all respects be subject to, all of the terms,
<br />conditions and covenants of the Indenture, as supplemented and modified. The aggregate
<br />principal amount of First Mortgage Bonds, Collateral (2004) Series A which may be
<br />authenticated and delivered under the Indenture (except for First Mortgage Bonds,
<br />Collateral (2004) Series A authenticated and delivered upon registration of transfer of, or
<br />in exchange for, or in lieu of, other First Mortgage Bonds, Collateral (2004) Series A
<br />pursuant to the Indenture and except for First Mortgage Bonds, Collateral (2004)
<br />Series A which, pursuant to the Indenture, are deemed never to have been authenticated
<br />and delivered under the Indenture) is limited to $35,000,000.
<br />First Mortgage Bonds, Collateral (2004) Series A shall be issued to Lehman
<br />Commercial Paper Inc., as collateral agent (together with its successors in such capacity,
<br />the "Collateral Agent ") under the Bond Delivery and Collateral Agreement, dated as of
<br />November 1, 2004 (as amended or otherwise modified, or as waived, or as replaced, in
<br />each case, from time to time in accordance with its terms, the "Collateral Agreement'),
<br />between the Company and the Collateral Agent, to secure the obligations of the Company
<br />to pay when due the Revolving Credit Applicable Share (as hereinafter defined) of the
<br />Revolving Credit Obligations (as hereinafter defined) under the Credit Agreement, dated
<br />as of November 1, 2004 (as amended or otherwise modified, or as waived, or as replaced,
<br />in each case, from time to time in accordance with its terms, the "Credit Agreement "),
<br />among the Company, as borrower, the several lenders from time to time parties thereto
<br />(the "Lenders "), Lehman Brothers Inc. and Deutsche Bank Securities Inc., as joint lead
<br />arrangers and joint bookrunners, Deutsche Bank Securities Inc., as syndication agent,
<br />Union Bank of California, N.A. and KeyBank National Association, as co- documentation
<br />agents, Lehman Commercial Paper Inc., as administrative agent (together with its
<br />successors in such capacity, the "Administrative Agent ") and the Collateral Agent.
<br />As used herein, "Revolving Credit Obligations" means the obligations of the
<br />Company (A) to pay (i) principal of and interest on (a) the Revolving Credit Loans (as
<br />defined in the Credit Agreement), (b) the Swing Line Loans (as defined in the Credit
<br />Agreement), and (c) drawings under Letters of Credit that are not reimbursed pursuant to
<br />and in accordance with the Credit Agreement (collectively, "Revolving Loans'),
<br />(ii) commitment fees on the average daily amount of the unused Total Revolving Credit
<br />Commitments (as defined in the Credit Agreement); and (iii) letter of credit fees on the
<br />amount available to be drawn under Letters of Credit (as defined in the Credit
<br />NY55/405431.7 2
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