exv4w1






Exhibit 4.1




 

 








Eleventh Supplemental Indenture




Dated as of October 12, 2010



Supplement to the Amended and Restated Indenture

Dated as of April 22, 2005



 





PACIFIC GAS AND ELECTRIC COMPANY

Issuer



and



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

Trustee



 





 

 
















 









 
















Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	2	 
	ARTICLE II ESTABLISHMENT OF THE FLOATING RATE SENIOR NOTES; TERMS	 	 	2	 
	SECTION 201

	 	Establishment and Designation of the Floating Rate Senior Notes
	 	 	2	 
	SECTION 202

	 	Form of the Floating Rate Senior Notes
	 	 	2	 
	SECTION 203

	 	Principal Amount of the Floating Rate Senior Notes
	 	 	3	 
	SECTION 204

	 	Interest Rates; Stated Maturity of the Floating Rate Senior Notes
	 	 	3	 
	SECTION 205

	 	No Sinking Fund
	 	 	3	 
	SECTION 206

	 	No Redemption
	 	 	3	 
	SECTION 207

	 	Paying Agent and Bond Registrar
	 	 	3	 
	SECTION 208

	 	Calculation Agent
	 	 	3	 
	SECTION 209

	 	Global Securities; Appointment of Depositary for Global Securities
	 	 	3	 
	SECTION 210

	 	Other Terms of the Floating Rate Senior Notes
	 	 	4	 
	ARTICLE III MISCELLANEOUS	 	 	4	 
	SECTION 301

	 	Concerning the Trustee
	 	 	4	 
	SECTION 302

	 	Application of Eleventh Supplemental Indenture
	 	 	4	 
	SECTION 303

	 	Effective Date of Eleventh Supplemental Indenture
	 	 	4	 
	SECTION 304

	 	Counterparts
	 	 	4	 
	EXHIBIT A
	 	 	 	 	 	 






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     ELEVENTH SUPPLEMENTAL INDENTURE, dated as of October 12, 2010 (this “Eleventh Supplemental
Indenture”), by and between PACIFIC GAS AND ELECTRIC COMPANY, a corporation duly organized and
existing under the laws of the State of California (the “Company” or the “Issuer”), and THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under
the laws of the United States of America (formerly known as The Bank of New York Trust Company,
N.A.), as Trustee under the Base Indenture (as hereinafter defined) (the “Trustee”).



RECITALS OF THE COMPANY




     A. The Company and the Trustee are parties to that certain Amended and Restated Indenture,
dated as of April 22, 2005 (the “Base Indenture”), as supplemented by the First Supplemental
Indenture, dated as of March 13, 2007 (the “First Supplemental Indenture”), and as further
supplemented by the Second Supplemental Indenture, dated as of December 4, 2007 (the “Second
Supplemental Indenture”), the Third Supplemental Indenture, dated as of March 3, 2008 (the “Third
Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of October 21, 2008 (the
“Fourth Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of November 18, 2008
(the “Fifth Supplemental Indenture”), the Sixth Supplemental Indenture, dated as of March 6, 2009
(the “Sixth Supplemental Indenture”), the Seventh Supplemental Indenture, dated as of June 11, 2009
(the “Seventh Supplemental Indenture”), the Eighth Supplemental Indenture, dated as of November 18,
2009 (the “Eighth Supplemental Indenture”), the Ninth Supplemental Indenture, dated as of April 1,
2010 (the “Ninth Supplemental Indenture”), the Tenth Supplemental Indenture, dated September 15,
2010 ( the “Tenth Supplemental Indenture”), and this Eleventh Supplemental Indenture (this
“Eleventh Supplemental Indenture,” and together with the Base Indenture, the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth
Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the
Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture
and the Tenth Supplemental Indenture, the “Indenture”), which supplements, amends and restates that
certain Indenture of Mortgage, dated as of March 11, 2004, as supplemented by the First
Supplemental Indenture thereto, dated as of March 23, 2004 and the Second Supplemental Indenture
thereto, dated as of April 12, 2004, providing for the issuance by the Company of an unlimited
number of series of Bonds (as defined in the Base Indenture) from time to time.



     B. Under the Base Indenture, the Company is authorized to establish one or more series of
Bonds at any time in accordance with and subject to the provisions of the Base Indenture, and the
terms of such series of Bonds may be described by a supplemental indenture executed by the Company
and the Trustee.



     C. The execution and delivery of this Eleventh Supplemental Indenture has been authorized by a
Board Resolution (as defined in the Base Indenture).



     D. Concurrent with the execution hereof, the Company has caused its counsel to deliver to the
Trustee an Opinion of Counsel (as defined in the Base Indenture) pursuant to Section 13.03 of the
Base Indenture, together with the documents required under Article V of the Base Indenture.



 









 





     E. The Company has done all things necessary to make this Eleventh Supplemental Indenture a
valid agreement of the Company, in accordance with its terms.



     NOW, THEREFORE, the Company and the Trustee agree, for the benefit of each other and for the
equal and proportionate benefit of Holders of the Floating Rate Senior Notes (as defined below)
with respect to all provisions herein applicable to such series of notes, as follows:



ARTICLE I




DEFINITIONS



     Unless the context otherwise requires, capitalized terms used but not defined herein have the
meaning set forth in the Indenture. The following additional terms are hereby established for
purposes of this Eleventh Supplemental Indenture and shall have the meanings set forth in this
Eleventh Supplemental Indenture only for purposes of this Eleventh Supplemental Indenture:



     “Calculation Agency Agreement” means the Calculation Agency Agreement, dated as of October 12,
2010, by and between the Company and the Calculation Agent, as such agreement may be amended,
modified or supplemented from time to time.



     “Calculation Agent” means The Bank of New York Mellon Trust Company, N.A. or such other Person
as the Company shall from time to time designate in accordance with the Calculation Agency
Agreement.



     “Floating Rate Senior Notes” has the meaning set forth in Section 201 hereto.



     “Original Issue Date” means October 12, 2010.



 



     The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this
Eleventh Supplemental Indenture as a whole and not to any particular Article, Section or other
subdivision.



ARTICLE II




ESTABLISHMENT OF THE FLOATING RATE SENIOR NOTES; TERMS



     SECTION 201 Establishment and Designation of the Floating Rate Senior Notes.



     Pursuant to the terms hereof and Section 3.01 of the Indenture, the Company hereby establishes
a thirty-first series of Bonds designated as the “Floating Rate Senior Notes due October 11, 2011”
(the “Floating Rate Senior Notes”). The Floating Rate Senior Notes may be reopened, from time to
time, for issuances of additional Bonds of such series, and any additional Bonds issued and
comprising Floating Rate Senior Notes shall have identical terms as the Floating Rate Senior Notes,
except that the issue price, issue date and, in some cases, the first Interest Payment Date may
differ.



2









 





     SECTION 202 Form of the Floating Rate Senior Notes.



     The Floating Rate Senior Notes shall be issued in the form of one or more Global Bonds in
substantially the form set forth in Exhibit A hereto.



     SECTION 203 Principal Amount of the Floating Rate Senior Notes.



     The Floating Rate Senior Notes shall be issued in an initial aggregate principal amount of
$250,000,000.



     SECTION 204 Interest Rates; Stated Maturity of the Floating Rate Senior Notes.



     The rate of interest on the Floating Rate Senior Notes shall be calculated as set forth in the
form of the Floating Rate Senior Notes attached as Exhibit A hereto.



     The Floating Rate Senior Notes shall have a Stated Maturity of October 11, 2011.



     SECTION 205 No Sinking Fund.



     No sinking fund is provided for the Floating Rate Senior Notes.



     SECTION 206 No Redemption.



     The Floating Rate Senior Notes shall not be subject to redemption prior to their Stated
Maturity.



     SECTION 207 Paying Agent and Bond Registrar.



     The Trustee is hereby appointed as initial Paying Agent and initial Bond Registrar for the
Floating Rate Senior Notes. The Place of Payment of the Floating Rate Senior Notes shall be the
Corporate Trust Office of the Trustee.



     SECTION 208 Calculation Agent.



     The Bank of New York Mellon Trust Company, N.A. is hereby appointed as the initial Calculation
Agent for the Floating Rate Senior Notes.



     SECTION 209 Global Securities; Appointment of Depositary for Global Securities.



     The Floating Rate Senior Notes shall be issued in the form of one or more permanent Global
Bonds as provided in Section 3.13 of the Indenture and deposited with, or on behalf of, the
Depositary, or with the Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee.



     The Company hereby initially appoints The Depository Trust Company (“DTC”) to act as the
Depositary with respect to all Floating Rate Senior Notes, and the Floating Rate Senior Notes shall
initially be registered in the name of Cede & Co., as the nominee of DTC.



3









 





     The Company and DTC have executed a Blanket Letter of Representations, and the Trustee is
hereby authorized, in connection with any successor nominee for DTC or any successor Depositary, to
enter into appropriate or comparable arrangements, if necessary, and shall have the same rights
with respect to its actions thereunder as it has with respect to its actions under the Indenture.



     None of the Company, the Trustee, any Paying Agent or any Bond Registrar will have any
responsibility or liability for any aspect of Depositary records relating to, or payments made on
account of, beneficial ownership interests in a Global Bond or for maintaining, supervising or
reviewing any Depositary records relating to such beneficial ownership interests, or for transfers
of beneficial interests in the Bonds or any transactions between the Depositary and beneficial
owners.



     SECTION 210 Other Terms of the Floating Rate Senior Notes.



     The other terms of the Floating Rate Senior Notes shall be as expressly set forth herein and
in Exhibit A.



ARTICLE III




MISCELLANEOUS



     SECTION 301 Concerning the Trustee.



     In acting under and by virtue of this Eleventh Supplemental Indenture, the Trustee shall have
all of the rights, protections and immunities given to it in the Base Indenture. The Trustee shall
have no responsibility for the validity or sufficiency of this Eleventh Supplemental Indenture.



     SECTION 302 Application of Eleventh Supplemental Indenture.



     Except as provided herein, each and every term and condition contained in this Eleventh
Supplemental Indenture that modifies, amends or supplements the terms and conditions of the
Indenture shall apply only to the Floating Rate Senior Notes established hereby and not to any
other series of Bonds established under the Indenture. Except as specifically amended and
supplemented by, or to the extent inconsistent with, this Eleventh Supplemental Indenture, the
Indenture shall remain in full force and effect and is hereby ratified and confirmed.



     SECTION 303 Effective Date of Eleventh Supplemental Indenture.



     This Eleventh Supplemental Indenture shall be effective upon the execution and delivery hereof
by each of the parties hereto.



     SECTION 304 Counterparts.



     This Eleventh Supplemental Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.



4









 





     IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be
duly executed by their respective officers hereunto duly authorized, all as of the day and year
first above written.



	 	 	 	 	 
	 	PACIFIC GAS AND ELECTRIC COMPANY,

      as Issuer

 	 
	 	By:  	/s/ Nicholas M. Bijur
 	 
	 	 	Name:  	Nicholas M. Bijur 	 
	 	 	Title:  	Treasurer 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A.,


      as Trustee

 	 
	 	By:  	/s/ Teresa Petta
 	 
	 	 	Name:  	Teresa Petta 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to Eleventh Supplemental Indenture






 









 








EXHIBIT A




FORM OF FLOATING RATE SENIOR NOTES DUE OCTOBER 11, 2011




     THIS SENIOR NOTE IS A BOND AND A GLOBAL BOND WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SENIOR NOTES IN DEFINITIVE FORM, THIS SENIOR NOTE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.



     UNLESS THIS SENIOR NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SENIOR NOTE CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH ON THE REVERSE HEREOF:



	 	 	 	 	 

	PRINCIPAL AMOUNT :

$250,000,000

	 	ORIGINAL ISSUE DATE:
October 12, 2010
	 	INTEREST RATE: 3-MONTH LIBOR
PLUS 0.58% PER ANNUM
	 
	 	 	 	 
	MATURITY DATE:

	 	INTEREST PAYMENT DATES:
	 	THIS SENIOR NOTE IS A:
	October 11, 2011

	 	January 11, 2011, April 11, 2011, 

July 11, 2011 and the Maturity Date
	 	þ   Global Book-Entry Bond

o   Certificated Bond
	 
	 	 	 	 
	REGISTERED OWNER:
	 	 	 	 
	Cede & Co., as
nominee of The
Depository Trust
Company
	 	 	 	 






A-1









 






PACIFIC GAS AND ELECTRIC COMPANY




FLOATING RATE SENIOR NOTES DUE OCTOBER 11, 2011

(Floating Rate)



			
	 	 	 
	No. R-1
	 	Principal Amount: $250,000,000
	CUSIP No: 694308 GU5	 	 






     PACIFIC GAS AND ELECTRIC COMPANY, a corporation duly organized and existing under the laws of
the State of California (herein called the “Company,” which term includes any successor Person
pursuant to the applicable provisions of the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., as nominee for The Depository Trust Company, or
registered assigns, the Principal Amount stated above on the Maturity Date stated above, and to pay
interest thereon from and including the Original Issue Date stated above or, in the case of a
Floating Rate Senior Note Due October 11, 2011 issued upon the registration of transfer or
exchange, from and including the most recent Interest Payment Date to which interest has been paid
or duly provided for, quarterly in arrears on the Interest Payment Dates set forth above and on the
Maturity Date stated above until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will,
as provided in such Indenture, be paid to the Person in whose name this Floating Rate Senior Note
Due October 11, 2011 (this “Senior Note,” and together with all other Floating Rate Senior Notes
Due October 11, 2011, the “Senior Notes”) (or one or more Predecessor Bonds) is registered at the
close of business on the Regular Record Date for such interest, which shall be the 15th day
preceding such Interest Payment Date; provided, however, that interest payable at the Maturity Date
will be paid to the Person to whom principal is payable. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Senior Note (or one or more Predecessor
Bonds) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Senior
Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of the Indenture and any securities exchange,
if any, on which the Senior Notes may be listed, and upon such notice as may be required by any
such exchange, all as more fully provided in said Indenture.



     Payments of interest on this Senior Note will include interest accrued to but excluding the
respective Interest Payment Dates. Interest payments for this Senior Note shall be computed and
paid on the basis of a 360-day year and the actual days elapsed.



     Payment of principal of, premium, if any, and interest on Senior Notes shall be made in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts. Payments of principal of, premium, if any, and interest on
the Senior Notes represented by a Global Bond shall be made by wire transfer of immediately
available funds to the Holder of such Global Bond, provided that, in the case of payments of



A-2









 




principal and premium, if any, such Global Bond is first surrendered to the Paying Agent. If
any of the Senior Notes are no longer represented by a Global Bond, (i) payments of principal,
premium, if any, and interest due on the Maturity Date of such Senior Notes shall be made at the
office of the Paying Agent upon surrender of such Senior Notes to the Paying Agent, and (ii)
payments of interest shall be made, at the option of the Company, subject to such surrender where
applicable, (A) by check mailed to the address of the Person entitled thereto as such address shall
appear in the Bond Register or (B) by wire transfer to registered Holders of at least $10,000,000
in principal amount of Senior Notes at such place and to such account at a banking institution in
the United States as such Holders may designate in writing to the Trustee at least sixteen (16)
days prior to the date for payment.




     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SENIOR NOTE SET FORTH ON THE
REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH AT THIS PLACE.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Senior Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



A-3









 





     In Witness Whereof, the Company has caused this instrument to be duly executed.



     Dated: October 12, 2010



	 	 	 	 	 
	 	PACIFIC GAS AND ELECTRIC COMPANY

 	 
	 	By:  	
 	 
	 	 	Name:  	Kent M. Harvey	 
	 	 	Title:  	
Senior Vice President, Financial
Services 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Nicholas M. Bijur 	 
	 	 	Title:  	Treasurer 	 



A-4









 






	 	 	 	 	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This Senior Note is one of the Bonds of the series designated as Bonds of the Thirtieth Series
referred to in the within-mentioned Indenture.



     Dated: October 12, 2010



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-5









 






	 	 	 	 	 



Reverse of Senior Note





     This Floating Rate Senior Note Due October 11, 2011 is one of a duly authorized issue of
Bonds of the Company, issued and issuable in one or more series under an Amended and Restated
Indenture, dated as of April 22, 2005 (the “Base Indenture”), as heretofore supplemented and as
further supplemented by an Eleventh Supplemental Indenture, dated as of October 12, 2010 (as so
supplemented, and together with all additional indentures supplemental thereto, and any constituent
instruments establishing the terms of particular Bonds, being herein called the “Indenture”),
between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New
York Trust Company, N.A.), as Trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture), and reference is hereby made to the Indenture for a
description of the respective rights, limitations of rights, duties and immunities of the Company,
the Trustee and the Holders of Bonds thereunder and of the terms and conditions upon which Bonds
are, and are to be, authenticated and delivered. This Senior Note is a Bond within the meaning of
the Indenture and is one of the Bonds of the thirtieth series designated as the Floating Rate
Senior Note Due October 11, 2011 established by the Company under the Indenture. The acceptance of
this Senior Note shall be deemed to constitute the consent and agreement by the Holder hereof to
all of the terms and provisions of the Indenture.



     The interest rate on the Senior Notes will be reset quarterly on January 11, 2011, April 11,
2011 and July 11, 2011 (each, an “Interest Reset Date”). The Senior Notes will bear interest at a
per annum rate equal to three-month LIBOR (as defined below) for the applicable Interest Reset
Period or Initial Interest Period (each as defined below) plus 0.58% (58 basis points). The
interest rate for the Initial Interest Period will be three-month LIBOR, determined as of two
London Business Days prior to the Original Issue Date, plus 0.58% (58
basis points) per annum, which shall be 0.86906%.



     The “Initial Interest Period” will be the period from and including the Original Issue Date to
but excluding the initial Interest Reset Date. Thereafter, each “Interest Reset Period” will be the
period from and including an Interest Reset Date to but excluding the immediately succeeding
Interest Reset Date; provided that the final Interest Reset Period for the Senior Notes will be the
period from and including the Interest Reset Date immediately preceding the Maturity Date of such
Senior Notes to but excluding the Maturity Date.



     If any Interest Reset Date would otherwise be a day that is not a Business Day, the Interest
Reset Date will be postponed to the immediately succeeding day that is a Business Day, except that
if that Business Day is in the immediately succeeding calendar month, the Interest Reset Date shall
be the immediately preceding Business Day.



     The interest rate in effect on each day will be (i) if that day is an Interest Reset Date, the
interest rate determined as of the Interest Determination Date (as defined below) immediately
preceding such Interest Reset Date or (ii) if that day is not an Interest Reset Date, the interest
rate determined as of the Interest Determination Date immediately preceding the most recent
Interest Reset Date or the Original Issue Date, as the case may be.



     The interest rate applicable to each Interest Reset Period commencing on the related Interest
Reset Date, or the Original Issue Date in the case of the Initial Interest Period, will be the



A-6









 




rate determined as of the applicable Interest Determination Date. The “Interest Determination
Date” will be the second London Business Day immediately preceding the Original Issue Date, in the
case of the initial Interest Reset Period, or thereafter, will be the second London Business Day
immediately preceding the applicable Interest Reset Date. With respect to any Interest
Determination Date, the Calculation Agent will determine three-month LIBOR in accordance with the
following provisions:




     (i) LIBOR is the rate for deposits in U.S. dollars for the 3-month period which appears on
Reuters Screen LIBOR01 Page (as defined below) at approximately 11:00 a.m., London time, on the
applicable Interest Determination Date. “Reuters Screen LIBOR01 Page” means the display designated
on page “LIBOR01” on Reuters Screen (or such other page as may replace the LIBOR01 page on that
service, any successor service or such other service or services as may be nominated by the British
Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar
deposits). If no rate appears on Reuters Screen LIBOR01 Page, LIBOR for such Interest Determination
Date will be determined in accordance with the provisions of paragraph (ii) below.



     (ii) With respect to an Interest Determination Date on which no rate appears on Reuters Screen
LIBOR01 Page as of approximately 11:00 a.m., London time, on such Interest Determination Date, the
Calculation Agent shall request the principal London offices of each of four major reference banks
(which may include affiliates of the underwriters) in the London interbank market selected by the
Calculation Agent (after consultation with the Company) to provide the Calculation Agent with a
quotation of the rate at which deposits of U.S. dollars having a three-month maturity, commencing
on the second London Business Day immediately following such Interest Determination Date, are
offered by it to prime banks in the London interbank market as of approximately 11:00 a.m., London
time, on such Interest Determination Date in a principal amount equal to an amount of not less than
U.S. $1,000,000 that is representative for a single transaction in such market at such time. If at
least two such quotations are provided, LIBOR for such Interest Determination Date will be the
arithmetic mean of such quotations as calculated by the Calculation Agent. If fewer than two
quotations are provided, LIBOR for such Interest Determination Date will be the arithmetic mean of
the rates quoted as of approximately 11:00 a.m., New York City time, on such Interest Determination
Date by three major banks (which may include affiliates of the underwriters) selected by the
Calculation Agent (after consultation with the Company) for loans in U.S. dollars to leading
European banks having a three-month maturity commencing on the second London Business Day
immediately following such Interest Determination Date and in a principal amount equal to an amount
of not less than U.S. $1,000,000 that is representative for a single transaction in such market at
such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are
not quoting such rates as mentioned in this sentence, LIBOR for such Interest Determination Date
will be LIBOR determined with respect to the immediately preceding Interest Determination Date.



     All percentages resulting from any calculation of any interest rate for the Senior Notes will
be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655), and all dollar amounts will be rounded to the nearest cent, with
one-half cent being rounded upward.



A-7









 





     Promptly upon such determination, the Calculation Agent will notify the Company and the
Trustee (if the Calculation Agent is not the Trustee) of the interest rate for the new Interest
Reset Period. Upon request of a Holder of the Senior Notes, the Calculation Agent will provide to
such Holder the interest rate in effect on the date of such request and, if determined, the
interest rate for the next Interest Reset Period.



     All calculations made by the Calculation Agent for the purposes of calculating interest on the
Senior Notes shall be conclusive and binding on the Holders of the Senior Notes and the Company,
absent manifest errors.



     “Business Day” means any day (1) that is not a Saturday or Sunday and that is not a day on
which banking institutions are authorized or obligated by law or executive order to close in The
City of New York and, for any place of payment outside of The City of New York, in such place of
payment, and (2) that is also a “London Business Day”, which is a day on which dealings in deposits
in U.S. dollars are transacted in the London interbank market.



     Interest will be payable on January 11, 2011, April 11, 2011 and July 11, 2011, and on the
Maturity Date (each an “Interest Payment Date”). In the event that any date on which interest is
payable on this Senior Note (other than the Maturity Date) is not a Business Day, then payment of
the interest payable on such date will be made on the next succeeding day that is a Business Day
(and without any interest or payment in respect of any such delay) with the same force and effect
as if made on the date the payment was originally payable, except that if such Business Day is in
the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding
Business Day. If the Maturity Date falls on a day that is not a Business Day, the payment of
principal, premium, if any, and interest may be made on the next succeeding Business Day with the
same force and effect as if made on the date payment was originally payable, and no interest on
such payment shall accrue for the period from and after maturity.



     Unless otherwise specified on the face hereof, interest payments, if any, will be the amount
of interest accrued from and including the last date in respect of which interest has been paid or
duly provided for (or from and including the Original Issue Date stated above if no interest has
been paid or provided for with respect to this Senior Note) to but excluding the Interest Payment
Date or the Maturity Date. Accrued interest hereon from the Original Issue Date stated above or
from the last date to which interest hereon has been paid is calculated by multiplying the face
amount hereof by an accrued interest factor. Such accrued interest factor is computed by adding
the interest factor calculated for each day from the Original Issue Date stated above or from the
last date to which interest shall have been paid, to the date for which accrued interest is being
calculated. The interest factor for each day shall be computed by dividing the interest rate
applicable to such day by 360. All percentages resulting from any calculation hereon will be
rounded to the nearest one hundred-thousandth of a percentage point, with five-one millionths of a
percentage point rounded upwards. For example, 9.876545% (or .09876545) would be rounded to
9.87655% (or .0987655). All dollar amounts used in or resulting from any calculation hereon will
be rounded to the nearest cent.



     The interest rate on the Senior Notes will in no event be higher than the maximum rate
permitted by California law as the same may be modified by United States law of general
applicability.



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     This Senior Note shall not be subject to redemption prior to its Stated Maturity.



     As provided in the Indenture and subject to certain limitations therein set forth, this Senior
Note or any portion of the principal amount hereof will be deemed to have been paid for all
purposes of the Indenture and to be no longer Outstanding thereunder, and the Company’s entire
indebtedness in respect thereof will be satisfied and discharged, if there has been irrevocably
deposited with the Trustee or any Paying Agent (other than the Company), in trust, money in an
amount which will be sufficient and/or Eligible Obligations, the principal of and interest on which
when due, without regard to any reinvestment thereof, will provide moneys which, together with
money, if any, deposited with or held by the Trustee or such Paying Agent, will be sufficient to
pay when due the principal of and premium, if any, and interest on this Senior Note when due.



     If an Event of Default shall occur and be continuing, the Trustee or the Holders of not less
than 33% in aggregate principal amount of the Outstanding Bonds, considered as one class, may
declare the principal amount of all Bonds then Outstanding to be due and payable immediately by
notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that
with respect to certain Events of Default relating to bankruptcy, insolvency and similar events,
the principal amount of all Bonds then Outstanding shall be due and payable immediately without
further action by the Trustee or the Holders.



     The Indenture permits, with certain exceptions as therein provided, the Company and the
Trustee to enter into one or more supplemental indentures for the purpose of adding any provisions
to, or changing in any manner or eliminating any of the provisions of, the Indenture with the
consent of the Holders of not less than a majority in aggregate principal amount of the Bonds at
the time Outstanding, considered as one class; provided, however, that if there shall be Bonds of
more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall
directly affect the rights of the Holders of Bonds of one or more, but less than all, of such
series, then the consent only of the Holders of a majority in aggregate principal amount of the
Outstanding Bonds of all series so directly affected, considered as one class, shall be required;
and provided, further, that if the Bonds of any series shall have been issued in more than one
Tranche and if a proposed supplemental indenture shall directly affect the rights of the Holders of
Bonds of one or more, but less than all, of such Tranches, then the consent only of the Holders of
a majority in aggregate principal amount of the Outstanding Bonds of all Tranches so directly
affected, considered as one class, shall be required; and provided, further, that the Indenture
permits the Company and the Trustee to enter into one or more supplemental indentures for certain
purposes without the consent of any Holders of Bonds. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount of Bonds, on behalf of the
Holders of all such Bonds, to waive certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Senior Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Senior Note and of any Senior Note
issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Senior Note.



     As provided in and subject to the provisions of the Indenture, the Holder of this Senior Note
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall



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have previously given the Trustee written notice of a continuing Event of Default, the Holders
of at least 33% in aggregate principal amount of the Bonds at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from
the Holders of at least a majority in aggregate principal amount of Bonds at the time Outstanding a
direction inconsistent with such written request, and shall have failed to institute any such
proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Senior Note for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the respective due dates
expressed herein.




     No reference herein to the Indenture and no provision of this Senior Note or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Senior Note at the times, place and rate, and
in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Senior Note is registrable in the Bond Register, upon surrender of this Senior
Note for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Senior Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee or
the Bond Registrar, as the case may be, duly executed by the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Senior Notes of like tenor, of
authorized denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.



     The Senior Notes are issuable only in registered form without coupons in denominations of
$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Senior Notes are exchangeable for a like aggregate principal amount
of Senior Notes and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Senior Note for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Senior
Note is registered as the owner hereof for all purposes, whether or not this Senior Note is
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     This Senior Note shall be governed by, and construed and enforced in accordance with, the laws
of the State of California without regard to the principles of conflicts of laws thereunder, except
to the extent that the Trust Indenture Act shall be applicable.



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     As provided in the Indenture, no recourse shall be had for the payment of the principal of,
premium, if any, or interest with respect to this Senior Note, or any part thereof, or for any
claim based hereon or otherwise in respect hereof, or of the indebtedness represented hereby, or
upon any obligation, covenant or agreement under the Indenture, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the Company or of any
predecessor or successor corporation (either directly or through the Company or a predecessor or
successor corporation), whether by virtue of any constitutional provision, statute or rule of law
or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and
understood that the Indenture and all the Bonds are solely corporate obligations and that any such
personal liability is hereby expressly waived and released as a condition of, and as part of the
consideration for, the execution of the Indenture and the issuance of this Senior Note.



     All terms used in this Senior Note which are not defined herein shall have the meanings
assigned to them in the Indenture.



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ASSIGNMENT FORM



To assign this Senior Note, fill in the form below: (I) or (we) assign and transfer this
Senior Note to




 
(Insert assignee’s soc. sec. or tax I.D. no.)




 





 





 





 
(Print or type assignee’s name, address and zip code)




and irrevocably appoint  
to transfer this Senior Note on the books of the Company. The agent may substitute another to act
for him.





 





Date: ___________




	 	 	 

	 
	 	 
	 

	 	Your signature:  
	 

	 	(Sign exactly as your name appears on the face of this Senior
Note)
	 
	 	 
	 

	 	Tax Identification No.:  
	 
	 	 
	 

	 	SIGNATURE GUARANTEE:
	 
	 	 
	 

	 	
 

	 
	 	 
	 

	 	Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Bond Registrar,
which requirements include membership or participation in the
Securities Transfer Agent Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by
the Bond Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.







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