exv4w1






Exhibit 4.1




EXECUTION COPY




 





Ninth Supplemental Indenture




Dated as of April 1, 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	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	REOPENING OF THE 5.80% SENIOR NOTES	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	MISCELLANEOUS	 	 	2	 
	 
	 	 	 	 	 	 
	SECTION 301
	 	Application of Ninth Supplemental Indenture	 	 	2	 
	SECTION 302
	 	Effective Date of Ninth Supplemental Indenture	 	 	3	 
	SECTION 303
	 	Counterparts	 	 	3	 
	 
	 	 	 	 	 	 
	EXHIBIT A
	 	 	 	 	 	 






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     NINTH SUPPLEMENTAL INDENTURE, dated as of April 1, 2010 (this “Ninth 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”), 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”) and this Ninth Supplemental Indenture (this “Ninth 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
and the Eighth 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. Pursuant to the First Supplemental Indenture, the Company authorized the issuance of the
5.80% Senior Notes (as defined below).



     D. Section 201 of the First Supplemental Indenture provides that the 5.80% Senior Notes may be
reopened, from time to time, for issuances of additional Bonds of such series, and any additional
Bonds issued and comprising 5.80% Senior Notes shall have identical terms as the 5.80% Senior
Notes, except that the issue price, issue date and, in some cases, the first Interest Payment Date
may differ.



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



 









 





     F. 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.



     F. The Company has done all things necessary to make this Ninth 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 5.80% 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 Ninth Supplemental Indenture and shall have the meanings set forth in this Ninth
Supplemental Indenture only for purposes of this Ninth Supplemental Indenture:



     “5.80% Senior Notes” has the meaning set forth in Article II hereof.



      






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



ARTICLE II




REOPENING OF 5.80% SENIOR NOTES



     Pursuant to Section 201 of the First Supplemental Indenture, the twenty-second series of Bonds
established by said Section and designated as the “5.80% Senior Notes due March 1, 2037” (the
“5.80% Senior Notes”) is reopened and additional Bonds comprising part of such series shall be
issued in the aggregate principal amount of $250,000,000 and shall be issued in the form of one or
more Global Bonds in substantially the form set forth in Exhibit A hereto. As a result of
the further issuance of $250,000,000 aggregate principal amount of Bonds of the twenty-second
series on April 1, 2010, the issued amount of Bonds of such series now totals $950,000,000.



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ARTICLE III




MISCELLANEOUS



     SECTION 301 Application of Ninth Supplemental Indenture.



     Except as provided herein, each and every term and condition contained in this Ninth
Supplemental Indenture that modifies, amends or supplements the terms and conditions of the
Indenture shall apply only to the 5.80% 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 Ninth Supplemental Indenture, the Indenture shall remain in full
force and effect and is hereby ratified and confirmed.



     SECTION 302 Effective Date of Ninth Supplemental Indenture.



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



     SECTION 303 Counterparts.



     This Ninth 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.



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     IN WITNESS WHEREOF, the parties hereto have caused this Ninth 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 Ninth Supplemental Indenture






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EXHIBIT A




FORM OF ADDITIONAL BONDS ISSUED AS PART OF THE

5.80% SENIOR NOTES DUE MARCH 1, 2037




     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:
March 13, 2007
	 	INTEREST RATE: 5.80% per annum
	 
	 	 	 	 
	MATURITY DATE:

	 	INTEREST PAYMENT DATES:
	 	THIS SENIOR NOTE IS A:
	March 1, 2037

	 	March 1 and September
1, commencing
September 1, 2010
	 	þ     Global Book-Entry Bond

o     Certificated Bond






REGISTERED OWNER: Cede & Co., as

nominee of The Depository Trust Company




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PACIFIC GAS AND ELECTRIC COMPANY




5.80% SENIOR NOTES DUE MARCH 1, 2037

(Fixed Rate)



No. R-3         
        
        
        
                
        
        
        
        
        
        
        
        
        
        
        
        

Principal Amount: $250,000,000

CUSIP No: 694308 GJ0




     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 5.80%
Senior Note Due March 1, 2037 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, semi-annually in arrears on the Interest Payment Dates set forth above and on the Maturity
Date stated above, commencing September 1, 2010 at the rate of 5.80% per annum 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 5.80% Senior Note Due March 1, 2037 (this “Senior Note,” and together
with all other 5.80% Senior Notes Due March 1, 2037, 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 of the month next preceding such Interest Payment Date;
provided, however, that interest payable at the Maturity Date or on a Redemption 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 the 360-day year of twelve 30-day months and will accrue from March 13, 2007
or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
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



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payment was originally payable. 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, and no interest on such payment shall accrue for the period from and after maturity.




     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
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 or earlier redemption 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.



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



     Dated: April 1, 2010



	 	 	 	 	 
	 	PACIFIC GAS AND ELECTRIC COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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TRUSTEE’S CERTIFICATE OF AUTHENTICATION





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



     Dated: April 1, 2010



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

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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Reverse of Senior Note





     This 5.80% Senior Note Due March 1, 2037 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 a Ninth Supplemental Indenture, dated as of April 1, 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 twenty-second series designated as the 5.80% Senior Note Due March 1, 2037 established
by the Company under the Indenture and initially issued in an aggregate principal amount of
$700,000,000 on March 13, 2007. As a result of the further issuance of $250,000,000 aggregate
principal amount of Bonds of the twenty-second series on April 1, 2010, the issued amount of Bonds
of such series now totals $950,000,000. 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.



     Subject to the terms and conditions of the Indenture, the Senior Notes are redeemable at the
option of the Company (“Optional Redemption”), in whole or in part, prior to Maturity, at a
Redemption Price equal to the greater of:




     (a) 100% of the principal amount of the Senior Notes to be redeemed; or




     (b) as determined by the Quotation Agent, the sum of the present values of the
Remaining Scheduled Payments of principal and interest on the Senior Notes to be redeemed
(not including any portion of payments of interest accrued as of the Redemption Date)
discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate, plus
25 basis points,


plus, in either of the above cases, accrued and unpaid interest thereon to but not including the
Redemption Date.




     Interest installments whose Stated Maturity is on or prior to such Redemption Date will be
payable to Holders of such Senior Notes, or one or more Predecessor Bonds, of record at the close
of business on the relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.



     In the case of an Optional Redemption, notice of redemption will be in writing and mailed
first-class postage-prepaid not less than 30 days nor more than 60 days prior to the Redemption
Date to each Holder of Senior Notes to be redeemed at the Holder’s registered address; provided,
however, that such notice need not state the dollar amount of the Redemption Price if such dollar
amount has not been determined as of the date such notice is being given to



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the Holders of the Senior Notes being redeemed. If money sufficient to pay the Redemption
Price of all Senior Notes (or portions thereof) to be redeemed on the Redemption Date is deposited
with the Paying Agent or the Trustee on or prior to the Redemption Date, from and after such
Redemption Date such Senior Notes or portions thereof shall cease to bear interest. Senior Notes
in denominations larger than $1,000 in principal amount may be redeemed in part but only in
integral multiples of $1,000.




     In the event of redemption of this Senior Note in part only, a new Senior Note or Senior Notes
of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the surrender hereof.



     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,



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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
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.



     The Company shall not be required to execute or to provide for the registration of the
transfer of or the exchange of (A) any Senior Note of this series during a period of 15 days



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immediately preceding the date notice is to be given identifying the serial numbers of the
Senior Notes called for redemption, or (B) any Senior Note selected for redemption in whole or in
part, except the unredeemed portion of any Senior Note being redeemed in part.




     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.



     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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