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200410978 Credit, and (B) for all other purposes of the Indenture (including, without limitation, the determination of the amount of principal on which interest is payable and the determination of the principal amount with respect to which the Collateral Agent, as registered owner, is entitled to vote or otherwise exercise rights as registered owner), the First Mortgage Bonds, Collateral (2004) Series A shall be deemed to be "Outstanding" at any time in an aggregate principal amount equal to the Maximum Principal Amount at such time. Pursuant to (and by reason of the provisions of Section 10.2 of) the Credit Agreement, the Administrative Agent has agreed to submit to the Trustee (with copies to the Collateral Agent and the Company), from time to time promptly after the request of the Trustee or the Company, a written statement, signed by a person purporting to be its duly authorized officer (an "Unpaid Principal Amount Statement ") stating the unpaid principal amount of the Revolving Loans (and, as a consequence, of the principal amount of the First Mortgage Bonds, Collateral (2004) Series A payable by the Company) as of the date of such Unpaid Principal Amount Statement, setting forth the portions or amounts of the Revolving Loans that are Revolving Credit Loans, Swing Line Loans and unreimbursed drawings under Letters of Credit. The Trustee may conclusively presume the statements contained in each Unpaid Principal Amount Statement to be correct (and the Trustee shall be fully protected in relying thereon). (II) The Maximum Principal Amount on and as of the date of original issuance of the First Mortgage Bonds, Collateral (2004) Series A shall be $35,000,000 (which amount shall be equal to the Revolving Credit Applicable Share of the Total Revolving Credit Commitments on and as of such date) and thereafter shall be reduced from time to time upon each Revolving Credit Commitment Redemption (as hereinafter defined in subdivision III below) and each Revolving Credit Event of Default Commitment Termination Redemption (as hereinafter defined in subdivision III below), in each case, by an amount equal to the aggregate principal amount of the First Mortgage Bonds, Collateral (2004) Series A that are deemed to have been redeemed pursuant to such Revolving Credit Commitment Redemption or such Revolving Credit Event of Default Commitment Termination Redemption. (III) First Mortgage Bonds, Collateral (2004) Series A shall be subject to redemption as follows (but shall not otherwise be or become subject to redemption, whether at the option of the holders thereof or the Company or pursuant to any other requirements or provisions of the Indenture): (A) on each day on which there is a permanent reduction or termination of the Revolving Credit Commitments (as defined in the Credit Agreement) pursuant to Section 2.10 of the Credit Agreement, First Mortgage Bonds, Collateral (2004) Series A shall be deemed to have been redeemed in an aggregate principal amount equal to the Revolving Credit Applicable Share of the amount of such permanent reduction or termination of the Revolving Credit Commitments pursuant to such Section 2.10 (a "Revolving Credit Commitment Redemption "); (B) on each day on which the Revolving Credit Commitments are permanently terminated pursuant to Section 8 of the Credit Agreement, First Mortgage Bonds, Collateral (2004) Series A shall be deemed to have been redeemed in an aggregate principal amount which, after giving effect to such termination, results in the Maximum Principal Amount of the First Mortgage Bonds, Collateral (2004) Series A being equal to the Revolving Credit Applicable Share of the sum of the principal amount of the Revolving Loans then NY55/405431.7 6